<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------
                                    FORM 10-K

(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934
For the fiscal year ended March 2, 2002 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
For the transition period from _________ to __________

Commission File Number 0-20184
                       -------

                              THE FINISH LINE, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                             35-1537210
-------------------------                               ------------------------
 (State of Incorporation)                               (I.R.S. Employer ID No.)
3308 N. Mitthoeffer Road, Indianapolis, Indiana                   46235
Registrant's telephone number, including area code:  (317) 899-1022

                                -----------------

           Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class)                (Name of each exchange on which registered)
       None                                           None

           Securities registered pursuant to Section 12(g) of the Act:
                      Class A Common Stock, $.01 par value

                                -----------------

  Indicate by check mark whether Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                   Yes X No __
                                       -

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [X]

  The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 26, 2002 was approximately $355,261,000, which was based
on the last sale price reported for such date by NASDAQ.

  The number of shares of the Registrant's Common Stock outstanding on April 26,
2002 was:

                        Class A Common Stock: 20,078,995
                        Class B Common Stock: 4,350,810

                       DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the Registrant's Proxy Statement dated June 18, 2002 for the
Annual Meeting of Stockholders to be held on July 18, 2002 (hereinafter referred
to as the "2002 Proxy Statement") are incorporated into Part III.

  Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended March 2, 2002, (hereinafter referred to as the "2002 Annual Report to
Stockholders") are incorporated into Parts II and IV.

                                       1


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                                     PART I
                                     ------


Item 1 - Business

General
-------

         The Finish Line, Inc. together with its wholly owned subsidiary Spike's
Holding, Inc. (the "Company" or "Finish Line") is one of the largest mall-based
specialty retailers of brand name athletic, outdoor and lifestyle footwear,
activewear and accessories in the United States. As of May 4, 2002, the Company
operated 449 stores in 43 states. A Finish Line store generally carries a large
selection of men's, women's and children's athletic and lifestyle shoes, as well
as a broad assortment of activewear and accessories. Brand names offered by the
Company include Nike, adidas, Reebok, New Balance, K-Swiss, And 1, Timberland,
Asics, Saucony, Converse and Skechers.

         The Company attempts to distinguish itself from other athletic footwear
specialty retailers through larger mall-based store formats. Finish Line stores
average 6,001 square feet, and the Company's stores opened during fiscal 2002
averaged approximately 4,555 square feet. The Company's strategy is to create an
exciting and entertaining retail environment by continually updating store
designs, and to operate a larger store size, which permits greater product depth
and merchandising flexibility. Since activewear and accessories generally carry
higher gross margins than footwear, Finish Line devotes a greater percentage of
its sales area to these products than typical athletic footwear specialty
stores. Activewear and accessories accounted for approximately 18% of the
Company's net sales in fiscal 2002.

         The Company's principal executive offices are located at 3308 N.
Mitthoeffer Road, Indianapolis, Indiana 46235, and its telephone number is (317)
899-1022.

Operating Strategies
--------------------

         Finish Line seeks to be a leading specialty retailer of athletic
footwear and activewear in the markets it serves. To achieve this, the Company
has developed the following elements to its business strategy:

Emphasis on Customer Service and Convenience. The Company is committed to making
the shopping experience at Finish Line rewarding and enjoyable, and seeks to
achieve this objective by providing convenient mall-based locations with highly
functional store designs, offering competitive prices on brand name products,
maintaining optimal in-stock levels of merchandise and employing knowledgeable
and courteous sales associates.

Inventory Management. The Company stresses effective replenishment and
distribution to each store. The Company's advanced information and distribution
systems enable it to track inventory in each store by stockkeeping unit (SKU) on
a daily basis, giving Finish Line flexibility to merchandise its products
effectively. In addition, these systems allow the Company to respond promptly to
changing customer preferences and to maintain optimal inventory levels in each
store. The Company's inventory management system features automatic
replenishment driven by point-of-sale (POS) data capture and a highly automated
distribution center, which enables Finish Line to ship merchandise to each store
every third day.

                                        2


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Product Diversity; Broad Demographic Appeal. Finish Line stocks its stores with
a combination of the newest high profile and brand name merchandise, unique
products manufactured exclusively for the Company, as well as promotional and
opportunistic purchases of other brand name merchandise. Product diversity, in
combination with the Company's store formats and commitment to customer service,
is intended to attract a broad demographic cross-section of customers.

Expansion Strategies
--------------------

         The Company's objective is to continue its store expansion program by
introducing Finish Line stores into new markets as well as increasing its
visibility in previously established markets.

New Store Openings. Since the Company's initial public offering in June 1992,
Finish Line has expanded from 104 stores to 449 stores at May 4, 2002. The
Company opened 27 new stores in fiscal 2002 and intends to open approximately 30
new stores in fiscal 2003. Total square footage increased 2% in fiscal 2002 over
the prior year as a result of the Company's continued expansion.

         For fiscal 2003 the Company plans to increase its total square footage
open by approximately 3% to 5% (30 new stores). Almost all of this square
footage growth will result from the continued emphasis on smaller traditional
stores averaging approximately 5,000 square feet. The Company expects that its
new stores will be in both new and existing geographic markets.

Store Format. The Company has added both small and larger stores to its chain
over the past five years. This strategy allows for greater flexibility based on
market factors when considering a new store. The Company believes this strategy
improves its ability to compete against both mall-based and non-mall-based
athletic retailers, and in conjunction, the Company has developed two store
formats:

         Traditional Format Concept - The Company as of May 4, 2002 operates 410
traditional format stores which are less than 10,000 square feet in size. They
typically are stocked with 600-700 footwear styles and 10,000+ shoes. While the
average size of all traditional concept stores is 5,201 square feet, traditional
concept stores opened in fiscal 2002 averaged 4,555 square feet.

         Larger Format Concept - The Company as of May 4, 2002 operates 39
larger format stores which are more than 10,000 square feet in size. They are
typically stocked with 1,000 - 1,300 footwear styles and 20,000 - 30,000+ shoes.
This format offers Finish Line the opportunity to establish a dominant presence
in the best major malls throughout the country. The Company did not open any
larger format stores during fiscal year 2002 due to slower sales of activewear
and does not expect to open any larger format stores in 2003.

Commitment to Continually Strengthen Infrastructure. Over the last several
years, Finish Line has made a number of strategic infrastructure investments,
including enhancements to its management, store operations, and distribution and
information systems. Significant management additions and organizational changes
include recruiting additional management professionals with significant industry
experience, as well as centralizing the supervision of the footwear and
activewear/accessories departments to improve communication and coordination
between the two areas. In addition, staffs in both departments have been
increased to allow the buyers and merchandisers to focus more time and attention
on specific product categories.

                                        3


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         The Company has also invested in management information systems and the
distribution center by implementing Electronic Data Interchange (EDI) and radio
frequency (RF) technologies in inventory management/distribution areas. Both
technologies are designed to improve the efficiency of inventory management as
well as response time and in-stock position.

Merchandise
-----------

         The following table sets forth the percentage of net sales attributable
to the categories of footwear, activewear and related accessories during the
periods indicated. These percentages fluctuate substantially during the
different consumer buying seasons. To take advantage of this seasonality, the
Company's stores have been designed to allow for a shift in emphasis in the
merchandise mix between footwear and activewear/accessory items.

                                                     Year Ended
                                        ----------------------------------

                                        March 2,      March 3,    Feb. 26,
     Category                              2002         2001        2000
     --------                           -------      --------     --------

     Footwear                              82%           80%         77%
     Activewear/Accessories                18%           20%         23%
                                         ------       ------      ------
     Total                                100%          100%        100%
                                         ======       ======      ======

        All merchandising decisions, including merchandise mix, pricing,
promotions and markdowns, are made at the corporate headquarters. The store
manager and district manager, along with management at the Company's
headquarters, review the merchandise mix to adapt to permanent or temporary
changes or trends in the marketplace.

        The Company adopted a more aggressive strategy in selling aged inventory
during fiscal 2001, which allowed the Company to reconfigure merchandise
assortments to place greater emphasis on better performing fresher merchandise.
This has lead to improved inventory turns and merchandise product margins.

        The Company's activewear/accessories sales have been negatively affected
by a fashion shift from branded apparel and more recently by a transition to new
merchandising strategies. As a result, activewear/accessories have decreased as
a percent of total sales from 32% at March 1, 1997 to 18% at March 2, 2002. The
Company believes that activewear/accessories sales will represent 18-20% of
total sales in fiscal 2003.

Footwear
--------

         Finish Line's distinctive shoe wall is stocked with the latest in
athletic, casual and outdoor footwear that the industry has to offer, including:
Nike, adidas, Reebok, Timberland, And 1, K-Swiss, New Balance, Asics, Converse,
Fila, Skechers and many others. To make shopping easier for customers, footwear
is categorized into definable sections including: basketball, cross-training,
running, fitness, tennis, cleated, golf, outdoor, casual and lifestyle. Most
categories are available in men's, women's and children's styles.

                                       4


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Activewear/Accessories
----------------------

         Many of the same companies, that supply Finish Line with quality
footwear, also supply activewear, including products made by Nike, adidas and
Reebok. Additional suppliers include And 1, along with outdoor activewear from
Columbia and Timberland. Many vendors offer footwear, activewear and accessories
in "collections". Categories of activewear consist of jackets, caps, tops,
pants, shorts, windwear, running wear, warm-ups, fleece, fitness wear and
sport-casual wear. In addition, the Company carries licensed apparel and caps
which has gained strength this past year. Among the accessories offered by the
Company are socks, athletic bags, backpacks, sunglasses, watches and shoe-care
products.

         The Company's apparel sales continued to perform poorly during fiscal
2002 and were even further negatively affected by managements transition to new
merchandising strategies undertaken by a new apparel buying team, however,
during the fourth quarter of fiscal 2002, the Company reported a positive
apparel/accessory comparable sales gain for the first time in fifteen quarters.
The Company is working closely with the branded apparel vendors to continue this
positive sales trend and has been developing new private label product offerings
to provide more competitive introductory price points in key product categories.
In March 2002, the Company launched its new private brand apparel line, Finish
Line Blue Label. The Finish Line Blue Label brand is targeted toward the
recently defined marketing edit point of a young, college-aged consumer who is
"action addicted".

Marketing
---------

         The Company attempts to reach its target audience by using a
multifaceted approach to marketing and advertising on national, regional and
local levels. The Company utilizes television, direct mail, consumer print,
outdoor, and the internet in its marketing efforts.

         The Company also takes advantage of advertising and promotional
assistance from many of its suppliers. This assistance takes the form of
cooperative advertising programs, in-store sales incentives, point-of-purchase
materials, product training for employees and other programs. Total advertising
expense for fiscal 2002 and fiscal 2001 was 1.6% of net sales, after deducting
co-op reimbursements, for both years, respectively. These percentages fluctuate
substantially during the different consumer buying seasons. The Company also
believes that it benefits from the multimillion dollar advertising campaigns of
its key suppliers, such as Nike, adidas, and Reebok.

         The Company also uses in-store contests, promotions and event
sponsorships, as well as a comprehensive public relations effort to further
market the Company.

Purchasing and Distribution
---------------------------

         Finish Line's footwear purchasing is coordinated through a centralized
merchandising department under the direction of an Executive Vice
President-Chief Merchandising Officer. The buying and merchandise departments
are comprised of approximately 45 people. The footwear and
activewear/accessories divisions consist of a Vice-President-Footwear, a
Vice-President-Apparel, divisional merchandise managers, multiple buyers and
associate buyers. Both buying divisions are supported by a planning and
merchandising division, which consists of planners, merchandisers and
administrative assistants.

                                       5


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         The Company believes that its ability to buy in large quantities
directly from suppliers enables it to obtain favorable pricing and trade terms.
Currently, the Company purchases product from approximately 140 suppliers and
manufacturers of athletic and fashion products, the largest of which (Nike)
accounted for approximately 56% and 53% of total purchases in fiscal 2002 and
fiscal 2001, respectively. The Company purchased approximately 78% of total
merchandise in both fiscal 2002 and fiscal 2001, respectively, from its five
largest suppliers. The Company and its vendors use EDI technology to streamline
purchasing and distribution operations.

         The Company has implemented warehouse management computer software for
distribution center processing that features RF technology. This system has
helped improve productivity and accuracy as well as reduce the time it takes to
send merchandise to stores. The Company believes this innovative technology will
continue to improve its operations as well as allow for real-time tracking of
inventory within the distribution center and in transit to the stores.

         Nearly all of the Company's merchandise is shipped directly from
suppliers to the distribution center, where the Company processes and ships it
by contract and common carriers to its stores. Each day shipments are made to
one-third of the Company's stores. In any three-week period, each store will
receive five shipments. A shipment is normally received one to four days from
the date that the order is filled depending on the store's distance from the
distribution center. Historically, the Company maintains approximately
two-thirds of a month's supply of merchandise at the distribution center and in
turnout to the stores.

Management Information System
-----------------------------

         The Company has a computerized management information system, which
includes a local area network of computers at corporate headquarters used by
management to support decision-making along with PC-based POS computers at the
stores. Store computers are connected via frame relay to computers at corporate
headquarters. A perpetual inventory system permits corporate management to
review daily each store's inventory by department, class and SKU. This system
includes an automated replenishment system that allows the Company to replace
faster-selling items more quickly. Store associates are able to use the WAN and
perpetual inventory system to locate and sell merchandise that can then be
fulfilled from another store. Other functions in the system include accounting,
distribution, inventory tracking and control.

Store Operations
----------------

         The Company's Executive Vice President - Store Operations, Senior Vice
President-Store Personnel and regional and district managers visit the stores
regularly to review the implementation of Company plans and policies, monitor
operations, and review inventories and the presentation of merchandise.
Accounting and general financial functions for the stores are conducted at
corporate headquarters. Each store has a store manager or co-managers that are
responsible for supervision and overall operations, one or more assistant
managers and additional full and part-time sales associates.

         Regional, district and store managers receive a fixed salary and are
eligible for bonuses, based primarily on sales, payroll and shrinkage
performance goals of the stores for which they are responsible. All assistant
store managers and sales associates are paid on an hourly basis.

                                        6


<PAGE>

Real Estate
-----------

         As of May 4, 2002, Finish Line operated 449 stores in 43 states. With
the exception of five strip-center stores, all Finish Line stores are located in
enclosed shopping malls. The typical store format has a sales floor, which
includes a try-on area, and a display area where each style of footwear carried
in the store is displayed by category (e.g., basketball, tennis, running), and
an adjacent stock room where the footwear inventory is maintained. Sales floors
in all stores represent approximately 65% to 75% of the total space.

         Finish Line believes that its ability to obtain attractive, high
traffic store locations, such as enclosed malls, to be a critical element of its
business and a key factor in its future growth and profitability. In determining
new store locations, management evaluates market areas, in-mall locations,
"anchor" stores, consumer traffic, mall sales per square foot, competition and
occupancy, construction and other costs associated with opening a store. The
Company believes that the number of desirable store sites likely to be available
in the future will permit it to implement its growth strategy in total square
footage.

         Finish Line leases all of its stores. Initial lease terms of the stores
generally range from five to ten years in duration without renewal options,
although some of the stores are subject to leases for five years with one or
more renewal options. The leases generally provide for a fixed minimum rental
plus a percentage of sales in excess of a specified amount.

         Based upon expenditures for fiscal 2002, the Company estimates that the
cash requirements during fiscal 2003 for opening a traditional new store
(averaging approximately 5,000 square feet) will approximate $500,000. This
estimate includes $325,000 for fixtures, equipment, leasehold improvements and
pre-opening expenses plus $275,000 ($175,000 net of payables) in inventory
investment.

Competition
-----------

         The Company's business is highly competitive. Many of the products the
Company sells are sold in department stores, national and regional full-line
sporting goods stores, athletic footwear specialty stores, athletic footwear
superstores, discount stores, traditional shoe stores mass merchandisers, and
internet e-tailers. Some of the Company's primary competitors are large national
and/or regional chains that have substantially greater financial and other
resources than Finish Line. Among the Company's competition are stores that are
owned by major suppliers to the Company. To a lesser extent, the Company
competes with mail order and local sporting goods and athletic specialty stores.
In many cases, the Company's stores are located in enclosed malls or shopping
centers in which one or more competitors also operate. Typically, the leases,
which the Company enters into, do not restrict the opening of stores by
competitors.

         The Company attempts to differentiate itself from its competition by
operating larger, more attractive, well-stocked stores in high retail traffic
areas, with competitive prices and knowledgeable and courteous customer service.
The Company attempts to keeps its prices competitive with athletic specialty and
sporting goods stores in each trade area, including competitors that are not
necessarily located inside the mall. The Company believes it accomplishes this
by effectively mixing high profile and brand name merchandise with promotional
and opportunistic purchases of other brand name merchandise and by controlling
expenses, especially administrative and overhead expenses, with small, efficient
departments throughout the organization.

                                        7


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Seasonal Business
-----------------

         The Company's business follows a seasonal pattern, peaking over a total
of approximately 12 weeks during the late summer (late July through early
September) and holiday (Thanksgiving through Christmas) periods. During the
fiscal years ended March 2, 2002, and March 3, 2001 these periods accounted for
approximately 33% of the Company's annual sales.

Employees
---------

         As of May 4, 2002, the Company employed 9,148 persons, 2,419 of whom
were full-time and 6,729 of whom were part-time. Of this total, 508 were
employed at the Company's Indianapolis, Indiana corporate headquarters and
distribution center and 35 were employed as regional and district managers.
Additional part-time employees are typically hired during the back-to-school and
holiday seasons. None of the Company's employees are represented by a union and
employee relations are generally considered good.

Retirement Plan
---------------

         For the plan year ended December 31, 2001, the Company contributed cash
in the amount of $1,088,000 to the Company's Profit Sharing Plan. While no
assurances can be given that it will continue to do so in the future, the
Company has in the past purchased on the open market its Class A Common Stock
and later contributed it in lieu of cash to the Company's Profit Sharing Plan.
The Company made no such contributions of stock during fiscal 2002.

        During 2001 the Company amended and restated the plan to add a 401(K)
feature whereby the Company matches 100 percent of employee contributions to the
plan up to three percent of the employee's wages. The Company contributed
matching funds of approximately $739,000 in fiscal 2002.

Trademarks
----------

         The Company has registered in the United States Patent and Trademark
Office several trademarks relating to its business. The Company believes its
trademark and service mark registrations are valid, and it intends to be
vigilant with regard to infringing or diluting uses by other parties, and to
enforce vigorously its rights in its trademarks and service marks.


I
tem 2 - PROPERTIES

         In November 1991, the Company moved into its existing corporate
headquarters and distribution center located on 16 acres in Indianapolis,
Indiana. The facility, which is owned by the Company, was designed and
constructed to the Company's specifications and includes automated conveyor and
storage rack systems designed to reduce labor costs, increase efficiency in
processing merchandise and enhance space productivity. In 1992, the Company
purchased an additional 17 adjacent acres, thus bringing the total size of the
headquarters property to 33 acres. The facility currently includes 46,000 square
feet of office space and 256,000 square feet of warehouse space. In fiscal 2003,
the Company plans to commence a 275,000 square foot addition to the office and
distribution center in Indianapolis, Indiana. The Company believes the 33 acres
will permit the headquarters and distribution center to be expanded to an
aggregate of approximately 675,000 square feet through the expansion of the
existing building and construction of additional buildings.

                                        8


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Store Locations
---------------

         At May 4, 2002, the Company operated 449 stores in 43 states. With the
exception of five strip center stores, all Finish Line stores are located in
enclosed shopping malls. The following table sets forth information concerning
the Company's stores.

STATE                       TOTAL      STATE                        TOTAL
------------------------  ---------    -------------------------  ---------
Alabama                       3        Missouri                      11
Arizona                       9        Nebraska                       4
Arkansas                      4        Nevada                         1
California                   11        New Hampshire                  4
Colorado                      8        New Jersey                    10
Connecticut                   4        New Mexico                     1
Delaware                      1        New York                      24
Florida                      21        North Carolina                17
Georgia                      17        North Dakota                   2
Idaho                         1        Ohio                          38
Illinois                     34        Oklahoma                       7
Indiana                      24        Oregon                         2
Iowa                          8        Pennsylvania                  27
Kansas                        8        South Carolina                 5
Kentucky                      8        South Dakota                   1
Louisiana                     4        Tennessee                     14
Maine                         1        Texas                         33
Maryland                     16        Vermont                        1
Massachusetts                 7        Virginia                      17
Michigan                     20        Washington                     5
Mississippi                   2        West Virginia                  5
                                       Wisconsin                      9
                                                                  ---------
                                       Total                        449

         The Company leases all of its stores. Initial lease terms for the
Company's stores generally range from five to ten years in duration without
renewal options, although some of the stores are subject to leases for five
years with one of more renewal options. The leases generally provide for a fixed
minimum rental plus a percentage of sales in excess of a specified amount.

                                        9


<PAGE>

Forward - Looking Statements and Risk Factors
---------------------------------------------

     This Annual Report on Form 10-K and the documents incorporated by reference
contain statements, which constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Except for the
historical information contained herein, the matters discussed in the Form 10-K
and the documents incorporated by reference are forward looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to: changing consumer preferences; the Company's
inability to successfully market its footwear, apparel, accessories and other
merchandise; price, product and other competition from other retailers
(including internet and direct manufacturer sales); the unavailability of
products; the inability to locate and obtain favorable lease terms for the
Company's stores; the loss of key employees, general economic conditions and
adverse factors impacting the retail athletic industry; management of growth,
and the other risks detailed in the Company's Securities and Exchange Commission
filings. The Company undertakes no obligation to release publicly the results of
any revisions to these forward looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


Item 3 - LEGAL PROCEEDINGS

     The Company is from time to time, involved in certain legal proceedings in
the ordinary course of conducting its business. Management believes there are no
pending legal proceedings in which the Company is currently involved which will
have a material adverse effect on the Company's financial position.


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

     None.

                                     PART II
                                     ---- --


Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The information required by this item is incorporated herein by reference
to page 43 and the inside back cover of the 2002 Annual Report to Stockholders
filed as Exhibit 13 to this Annual Report on Form 10-K.


Item 6 - SELECTED FINANCIAL DATA

     The information required by this item is incorporated herein by reference
to page 24 of the 2002 Annual Report to Stockholders filed as Exhibit 13 to this
Annual Report on Form 10-K.


Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information required by this item is incorporated herein by reference
to pages 25 through 31 of the 2002 Annual Report to Stockholders filed as
Exhibit 13 to this Annual Report on Form 10-K.

                                       10


<PAGE>


Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information required by this item is incorporated by reference to page
31 of the 2002 Annual Report to Stockholders filed as Exhibit 13 to this Annual
Report on Form 10-K.


Item 8 -  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is incorporated herein by reference
to page 26 and pages 32 through 42 of the 2002 Annual Report to Stockholders
filed as Exhibit 13 to this Annual Report on Form 10-K.


Item 9 -  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     There were no disagreements between the Registrant and its independent
auditors on matters of accounting principles or practices.


                                    PART III
                                    ---- ---


Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated herein by reference
to the Sections entitled "Election of Directors--Nominees", and
"Management--Executive Officers and Directors" in the 2002 Proxy Statement to be
filed within 120 days of March 2, 2002, the Company's most recent fiscal year
end.


Item 11 - EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference
to the Section entitled "Executive Compensation" in the 2002 Proxy Statement to
be filed within 120 days of March 2, 2002, the Company's most recent fiscal year
end.


Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by reference
to the Section entitled "Securities Ownership of Certain Beneficial Owners and
Management" in the 2002 Proxy Statement to be filed within 120 days of March 2,
2002, the Company's most recent fiscal year end.


Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference
to the Sections entitled "Certain Transactions" and "Compensation Committee
Interlocks and Insider Participation" in the 2002 Proxy Statement to be filed
within 120 days of March 2, 2002, the Company's most recent fiscal year end.

                                       11


<PAGE>


                                    PART IV
                                    ---- --


Item 14 - EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES, AND
          REPORTS ON FORM 8-K

 (a)  1.  The following financial statements of The Finish Line, Inc. and the
          report of independent auditors included in the 2002 Annual Report to
          Stockholders are incorporated herein by reference:


          Report of Independent Auditors
          Consolidated Balance Sheets as of March 2, 2002 and March 3, 2001.
          Consolidated Statements of Income for the years ended March 2, 2002,
            March 3, 2001, and February 26, 2000.
          Consolidated Statements of Changes in Stockholders' Equity for the
            years ended March 2, 2002, March 3, 2001 and February 26, 2000.
          Consolidated Statements of Cash Flows for the years ended March 2,
            2002, March 3, 2001 and February 26, 2000.
          Notes to Consolidated Financial Statements - March 2, 2002.

      2.  The Financial Statement Schedule of The Finish Line, Inc. is listed in
          Item 14(d).

 (b)  Reports on Form 8-K

      None.

 (c)  Exhibits

Exhibit
Number          Description
------          -----------

3.1.1    Restated Certificate of Incorporation of The Finish Line, Inc.(1)

3.1.2    Certificate of Amendment to the Restated Certificate of Incorporation
         of The Finish Line, Inc.(1)

3.2      Bylaws of The Finish Line, Inc. as amended and restated.(1)

4.1      1992 Employee Stock Incentive Plan of The Finish Line, Inc., as amended
         and restated.(2)

10.6.2   Form of Incentive Stock Option Agreement pursuant to the 1992 Employee
         Stock Incentive Plan.(1)

10.6.3   Form of Non-Qualified Stock Option Agreement pursuant to the 1992
         Employee Stock Incentive Plan.(1)

10.7     Form of Indemnity Agreement between The Finish Line Inc. and each of
         its Directors or Executive Officers.(1)

10.18    Amended and Restated Tax Indemnification Agreement.(3)

                                       12


<PAGE>

10.26     Revolving Credit Agreement among Spike's Holding, Inc., and The Finish
          Line, Inc. dated May 4, 1997.(4)

10.28     Finish Line, Inc. Non-Employee Director Stock Option Plan, as amended
          and restated.(5)

10.29     Amendment to Revolving Credit Agreement among Spike's Holding, Inc.,
          and The Finish Line, Inc. dated May 4, 1997.(6)

10.30     Credit Agreement among The Finish Line, Inc. the Lenders Signatory
          Thereto and National City Bank of Indiana, as Agent, dated September
          20, 2000.(7)

10.31     First Amendment to Credit Agreement among The Finish Line, Inc., the
          Lendors Signatory, Thereto and National City Bank of Indiana, as
          Agent, dated March 16, 2001.(8)

10.32     The Finish Line, Inc. Profit Sharing and 401(k) Plan Nonstandardized
          Adoption Agreement Prototype Cash or Deferred Profit Sharing Plan and
          Trust/Custodial Account sponsored by National City Bank.(8)

13        Annual Report to Stockholders for the year ended March 2, 2002.

21        Subsidiaries of The Finish Line, Inc.

23        Consent of Ernst & Young LLP (independent auditors).

  (1)     Previously filed as a like numbered exhibit to the Registrant's
          Registration Statement on Form S-1 and amendments thereto (File No.
          33-47247) and incorporated herein by reference.

  (2)     Previously filed as a like numbered exhibit to the Registrant's
          Registration Statement on Form S-8 (File No. 333-62063) and
          incorporated herein by reference.

  (3)     Previously filed as a like numbered exhibit to the Registrant's
          Quarterly Report on Form 10-Q (File No. 0-20184) for the quarter ended
          May 31, 1994 and incorporated herein by reference.

  (4)     Previously filed as a like numbered exhibit to the Registrants'
          Quarterly Report on Form 10Q (File No. 0-20184) for the quarter ended
          August 30, 1997 and incorporated herein by reference.

  (5)     Previously filed as a like numbered exhibit to the Registrant's Annual
          Report on Form 10-K (File No. 0-20184) for the year ended February 27,
          1999 and incorporated herein by reference.

  (6)     Previously filed as a like numbered exhibit to the Registrants'
          Quarterly Report on Form 10Q (File No. 0-20184) for the quarter ended
          November 27, 1999 and incorporated herein by reference.

                                       13


<PAGE>

   (7)    Previously filed as a like numbered exhibit to the Registrant's
          Quarterly Report on Form 10-Q (File No. 0-20184) for the quarter ended
          November 25, 2000 and incorporated herein by reference.

   (8)    Previously filed as a like numbered exhibit to the Registrant's Annual
          report on Form 10-K (File No. 0-20184) for the year ended March 3,
          2001 and incorporated herein by reference.

   (d)    Financial Statement Schedule                                  Page
                                                                        ----

          Schedule II --  Valuation and Qualifying Accounts              17


          All supporting schedules other than the above have been omitted
because they are not required or the information to be set forth therein is
included in the financial statements or in the notes thereto.

                                       14


<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.

                                            THE FINISH LINE, INC.

Date:  May 15, 2002           By: /s/ Kevin S. Wampler,

                                  ---------------------
                              Kevin S. Wampler, Senior Vice President, Chief
                              Accounting Officer,
                              (Principal Financial and Accounting Officer)

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Annual Report on Form 10-K appears below hereby constitutes and appoints Alan H.
Cohen and Steven J. Schneider as such person's true and lawful attorney-in-fact
and agent with full power of substitution for such person and in such person's
name, place and stead, in any and all capacities, to sign and to file with the
Securities and Exchange Commission, any and all amendments to this Annual Report
on Form 10-K, with exhibits thereto and other documents in connection therewith,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any substitute therefore, may lawfully do or
cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Date: May 15, 2002        /s/ Alan H. Cohen
                          --------------------------
                          Alan H. Cohen, Chairman of the Board, President and
                          Chief Executive Officer (Principal Executive Officer)

Date: May 15, 2002        /s/ David I. Klapper
                          -----------------------------
                          David I. Klapper, Senior Executive Vice President,
                          and Director

Date: May 15, 2002        /s/ Larry J. Sablosky
                          -------------------------------
                          Larry J. Sablosky, Senior Executive Vice President
                          and Director

Date: May 15, 2002        /s/ Jonathan K. Layne
                          -------------------------------
                          Jonathan K. Layne, Director

Date: May 15, 2002        /s/ Jeffrey H. Smulyan
                          -------------------------------
                          Jeffrey H. Smulyan, Director

Date: May 15, 2002        /s/ Stephen Goldsmith
                          ------------------------------
                          Stephen Goldsmith, Director

Date: May 15, 2002        /s/ Bill Kirkendall
                          --------------------------------
                          Bill Kirkendall, Director

                                       15


<PAGE>


INDEX TO FINANCIAL STATEMENT SCHEDULE                           PAGE
-------------------------------------                           ----

II  -  Valuation and Qualifying Accounts                         17

                                       16


<PAGE>

                              THE FINISH LINE, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
COL A                                       COL B                 COL C                 COL D      COL E
-----                                       -----                 -----                 -----      -----

                                                                Additions

                                                         ------------------------
                                                                       Charged to
                                            Balance      Charged to    Other          Deduc-       Balance
                                            at Beg.      Costs and     Accounts-      tions-       at End of
Description                                 of Period    Expense       Describe       Describe     Period
-----------------------------               ---------    ----------    ----------     --------     ---------
<S>                                         <C>          <C>           <C>            <C>          <C>
Year ended February 26, 2000:

Deducted from asset account:
 Reserve for inventory
 obsolescence ............................  $  3,300     $  1,000            --             --     $ 4,300
                                            --------     --------      --------       --------     -------
Total ....................................  $  3,300     $  1,000      $      0       $      0     $ 4,300
                                            ========     ========      ========       ========     =======

Year ended March 3, 2001:

Deducted from asset account:
 Reserve for inventory
 obsolescence ............................  $  4,300     $  7,575            --             --     $11,875
                                            --------     --------      --------       --------     -------
  Total ..................................  $  4,300     $  7,575      $      0       $      0     $11,875
                                            ========     ========      ========       ========     =======

Year ended March 2, 2002:

Deducted from asset account:
 Reserve for inventory
 obsolescence ............................  $ 11,875     $     --            --       $ (9,518)    $ 2,357
                                            --------     --------      --------       --------     -------
  Total ..................................  $ 11,875     $      0      $      0       $ (9,518)    $ 2,357
                                            ========     ========      ========       ========     =======
</TABLE>


                                       17


<PAGE>


           Exhibit Index
           -------------

Exhibit
Number                            Description
------     --------------------------------------------------------------

13         Annual Report to Stockholders for the year ended March 2, 2002

21         Subsidiaries of The Finish Line, Inc.

23         Consent of Ernst & Young LLP (independent auditors).

                                       18




<PAGE>


[LOGO]

                                                                SPORT.LIFE.STYLE

                     FINL>> 2002 FINISH LINE ANNUAL REPORT


<PAGE>

      OUR MISSION

      FINISH LINE WILL PROVIDE THE BEST SELECTION OF SPORT
      INSPIRED FOOTWEAR, APPAREL AND ACCESSORIES TO FIT
 02   THE FAST CULTURE OF ACTION ADDICTED INDIVIDUALS


<PAGE>

449 STORES NATIONWIDE                                                   [MAP]

Finish Line, Inc. is a leading athletic retailer
specializing in brand name footwear, apparel,
and accessories. Finish Line began operations in
1976 in Indianapolis, Indiana, and at fiscal
year-end 2002 served customers in 43 states
through 449 stores and online. In every single
Finish Line you'll find an outstanding selection
of product built for Sport.Life.Style.


<TABLE>
<S>                     <C>                   <C>                   <C>                         <C>
ALABAMA                 Brandon               Forsyth               Manhattan                   Detroit
Birmingham              Clearwater            Gurnee                Olathe                      Flint
Dothan                  Crystal River         Joliet                Overland Park               Fort Gratiot
Montgomery              Daytona Beach         Lincolnwood           Salina                      Grandville
ARIZONA                 Ft. Myers             Lombard               Topeka                      Harper Woods
Chandler                Jacksonville          Marion                Wichita                     Holland
Mesa                    Lakeland              Matteson              KENTUCKY                    Lansing
Phoenix                 Naples                Moline                Ashland                     Midland
Scottsdale              Ocoee                 Niles                 Bowling Green               Monroe
Sierra Vista            Orange Park           North Riverside       Florence                    Muskegon
Tucson                  Orlando               Orland Park           Lexington                   Portage
ARKANSAS                Panama City           Peoria                Louisville
                  Saginaw
Fayetteville            Pensacola             Peru                  Paducah                     Taylor
Fort Smith              Port Richey           Rockford              LOUISIANA                   Traverse City
Little Rock             Sanford               Schaumburg            Alexandria                  Waterford
N. Little Rock          St. Petersburg        Skokie                Bossier City                MISSISSIPPI
CALIFORNIA              Tallahassee           Springfield           Lake Charles                Ridgeland
Cerritos                Tampa                 Sterling              Monroe                      Tupelo
Culver City             GEORGIA               Vernon Hills          MAINE                       MISSOURI
Fairfield               Alpharetta            West Dundee           Bangor                      Cape Girardeau
Los Angeles             Athens                INDIANA               MARYLAND                    Chesterfield
Mission Viejo           Atlanta               Anderson              Baltimore                   Florissant
Montclair               Augusta               Bloomington           Bethesda                    Independence
Montebello              Buford                Carmel                Columbia                    Joplin
National City           Decatur               Elkhart               Cumberland                  Kansas City
Northridge              Douglasville          Evansville            Forestville                 Springfield
Roseville               Duluth                Fort Wayne            Frederick                   St. Ann
Salinas                 Kennesaw              Greenwood             Glen Burnie                 St. Louis
San Diego               Lithonia              Indianapolis          Hagerstown                  St. Peters
Stockton                Macon                 Kokomo                Laurel                      NEBRASKA
West Covina             Morrow                Lafayette             Owings Mills                Lincoln
Westminster             Savannah              Marion                Salisbury                   Omaha
COLORADO                Union City            Merrillville          Towson                      NEVADA
Boulder                 IDAHO                 Michigan City         Waldorf                     Las Vegas
Broomfield              Boise                 Mishawaka             MASSACHUSETTS               NEW HAMPSHIRE
Colorado Springs        ILLINOIS              Muncie                Brockton                    Concord
Denver                  Alton                 Richmond              Hanover                     Manchester
Fort Collins            Aurora                South Bend            Holyoke                     Newington
Greeley                 Bloomingdale          Terre Haute           Leominster                  Salem
Littleton               Bloomington           IOWA                  North Attleboro             NEW JERSEY
CONNECTICUT             Bourbonnais           Cedar Rapids          Saugus                      Deptford
Meriden                 Calumet City          Coralville            Taunton                     Eatontown
Trumbull                Carbondale            Davenport             MICHIGAN                    Freehold
Waterbury               Champaign             Des Moines            Adrian                      Jersey City
Waterford               Chicago               Dubuque               Auburn Hills                Lawrenceville
DELAWARE                Chicago Ridge         Sioux City            Battle Creek                Paramus
Wilmington              Danville              West Des Moines       Bay City                    Phillipsburg
FLORIDA                 Evergreen Park        KANSAS                Benton Harbor               Rockaway
Altamonte Springs       Fairview Heights      Hutchinson            Burton                      Vineland
Voorhees                Cincinnati            Pennsdale             Sherman
NEW MEXICO              Cleveland             Philadelphia          Sugar Land
Albuquerque             Columbus              Pittsburgh            The Woodlands
NEW YORK                Dayton                Plymouth Meeting      Tyler
Albany                  Dublin                Scranton              Waco
Bay Shore               Elyria                Uniontown             Wichita Falls
Blasdell                Findlay               Washington            VERMONT
Buffalo                 Franklin              West Mifflin          Burlington
Clay                    Heath                 York                  VIRGINIA
DeWitt                  Lancaster             SOUTH CAROLINA        Alexandria
Horseheads              Lima                  Charleston            Chesapeake
Ithaca                  Mansfield             Columbia              Christiansburg
Lakewood                Marion                Greenville            Colonial Heights
Massapequa              Mentor                N. Charleston         Danville
Middletown              N. Olmsted            SOUTH DAKOTA          Dulles
Nanuet                  New Philadelphia      Sioux Falls           Fredericksburg
Niagara Falls           Niles                 TENNESSEE             Glen Allen
Poughkeepsie            Parma                 Antioch               Harrisonburg
Rochester               Piqua                 Chattanooga           Lynchburg
Saratoga Springs        Reynoldsburg          Clarksville           Newport News
Schenectady             Richmond Heights      Franklin              Norfolk
Staten Island           Sandusky              Goodlettsville        Richmond
Syracuse                Springfield           Johnson City          Roanoke
Victor                  St. Clairsville       Memphis               Springfield
Williamsville           Toledo                Nashville             Virginia Beach
NORTH CAROLINA          OKLAHOMA              TEXAS                 Winchester
Asheville               Midwest City          Abilene               WASHINGTON
Burlington              Norman                Amarillo              Bellingham
Cary                    Oklahoma City         Arlington             Seattle
Charlotte               Tulsa                 Austin                Spokane
Concord                 OREGON                Beaumont              Tacoma
Durham                  Portland              Cedar Park            WEST VIRGINIA
Gastonia                PENNSYLVANIA          Dallas/Fort Worth     Barboursville
Greensboro              Altoona               El Paso               Bridgeport
Hickory                 Bensalem              Frisco                Charleston
High Point              Bloomsburg            Houston               Martinsburg
Pineville               Butler                Humble                Morgantown
Raleigh                 Camp Hill             Hurst                 WISCONSIN
Rocky Mount             Chambersburg          Irving                Brookfield
Wilmington              Erie                  Katy                  Green Bay
Winston-Salem           Exton                 Killeen               Greendale
NORTH DAKOTA            Greensburg            Laredo                Janesville
Bismarck                Hanover               Longview              Madison
Grand Forks             Indiana               Mesquite              Milwaukee
OHIO                    Johnstown             Midland               Racine
Akron                   Lancaster             Plano                 Wauwatosa
Ashtabula               Media                 Richardson
Beaver Creek            Monaca                San Angelo
Canton                  North Wales           San Antonio
</TABLE>



<PAGE>

2002 FINANCIAL HIGHLIGHTS                                                 [LOGO]




<TABLE>
<CAPTION>
                                                                 Fiscal         Fiscal          Fiscal
(Dollars in thousands, except per share data)                     2002           2001            2000
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>             <C>
Net sales                                                     $   701,426    $   663,906     $   585,963
Operating income                                                   27,215          4,975          23,185
Operating income as a % of net sales                                  3.9%           0.8%            4.0%
Net income                                                         18,448          3,745          15,607
Net income as a % of net sales                                        2.6%           0.6%            2.7%
Diluted earnings per share                                    $       .75    $       .15     $       .62
Number of stores open at end of period                                449            436             409
Total retail square footage at end of period                    2,694,380      2,653,886       2,478,930
Average store size                                                  6,001          6,087           6,061
Total assets                                                  $   328,347    $   308,868     $   289,095
Cash and marketable securities                                     77,853         51,935          24,481
Total debt                                                             --             --              --
Total stockholders' equity                                        243,954        226,747         222,392
----------------------------------------------------------------------------------------------------------
</TABLE>


The Company's fiscal year ends on the Saturday nearest the end of February. As
used in this Report, "fiscal 1998," "fiscal 1999," "fiscal 2000," "fiscal 2001"
and "fiscal 2002" refer to the Company's fiscal years ended February 28, 1998;
February 27, 1999; February 26, 2000; March 3, 2001 and March 2, 2002
respectively. "Fiscal 2003" and "fiscal 2004" refer to the Company's fiscal
years ended March 1, 2003 and February 28, 2004, respectively.

[GRAPH]


<PAGE>




                                                                          WE ARE


<PAGE>

  [PHOTOS OF FASHION MODELS PRESENTING PRODUCT AND STORE PICTURES APPEAR HERE]


SPORT.LIFE.STYLE


<PAGE>

           [PHOTOS OF FASHION MODELS PRESENTING PRODUCT APPEARS HERE]


<PAGE>

           [PHOTOS OF FASHION MODELS PRESENTING PRODUCT APPEARS HERE]


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>

              It's in our blood. Action. Performance. The game.
It's where we live. At Finish Line, sport is the foundation for
  everything we do. It's reflected in our products. It's echoed      [LOGO]
      in our stores. It's defined by our brands and our people.
    No matter how the game may change, we will be a part of it.


<PAGE>


            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>

           [PHOTOS OF FASHION MODELS PRESENTING PRODUCT APPEARS HERE]


HERITAGE

PERFORMANCE

AUTHENTICITY


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>



At Finish Line, it's about more than what happens between buzzers.
    It's what happens between sunrise and sunset. It's being there
 for a customer who is addicted to action. A customer who is fast,   [LOGO]
     online, mobile, digital, energetic, and athletic. Someone who
         isn't waiting to be defined, but searches for definition.


<PAGE>

            [PHOTO OF FASHION MODELS PRESENTING PRODUCT APPEARS HERE]


<PAGE>

           [PHOTOS OF FASHION MODELS PRESENTING PRODUCTS APPEAR HERE]

                                                                 REAL

                                                                 ACTION ADDICTED

                                                                 FAST CULTURE


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>





          Our customer gets it. What's cool, what's not. They know
   what's real, and where to get it. Nobody brings it all together
the way we can. It's about having the right stuff, having the best    [LOGO]
     selection. It's color and cut, performance and point-of-view.
           It's about self-expression, and being true to yourself.


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>

            [PHOTO OF FASHION MODEL PRESENTING PRODUCT APPEARS HERE]


<PAGE>

           [PHOTOS OF FASHION MODELS PRESENTING PRODUCT APPEARS HERE]


FASHIONABLE

FUSION OF INFLUENCE

INDIVIDUAL


<PAGE>

                 [PHOTO OF FINISH LINE STORE FRONT APPEARS HERE]


<PAGE>

Best selection goes far beyond the product on the wall. It's illustrated in a
thorough understanding of our customer and reflected in the brands, styles, and
colors we stock. We have to carry what they're looking for.

[LOGO]

Our buyers and merchandisers are out in front of the trends, creating a story
that's unique to Finish Line. Product our customers are hungry for. Grounded in
Sport. True to Life. Always in Style.


<PAGE>

            [PHOTO OF FINISH LINE STORE MEN'S SHOE WALL APPEARS HERE]


<PAGE>

           [PHOTO OF FINISH LINE STORE WOMEN'S SHOE WALL APPEARS HERE]


<PAGE>

       [PHOTOS OF FINISH LINE STORE PRESENTATIONS OF FOOTWEAR AND APPAREL]

RIGHT STYLES

MORE CHOICES

PERFECT FIT


<PAGE>

         [PHOTOS OF FINISH LINE STORE FRONTS AND STORE PRODUCT DISPLAYS]


<PAGE>

2002 FINANCIALS

    Letter to the Stockholders                                      22

    Selected Financial Data                                         24

    Management's Discussion and Analysis of
    Financial Condition and Results of Operations                   25

    Consolidated Balance Sheets                                     32

    Consolidated Statements of Income                               33

    Consolidated Statements of Cash Flow                            34

    Consolidated Statements of
    Changes in Stockholders' Equity                                 35

    Notes to Consolidated Financial Statements                      36

    Report of Independent Auditors                                  43

    Market Price of Common Stock                                    43

    Senior Officers and Directors                                   44

    Stockholder Information                                         45


<PAGE>

LETTER TO THE STOCKHOLDERS

[GRAPHIC]

As I look back at Fiscal 2002, it is clear to me that this was a pivotal year
for Finish Line. We began the year with a plan to make changes that would
position our Company for success in both the short and long term. As part of our
repositioning plan, our goals were to reduce the amount of aged inventory, close
under-performing stores, continue our footwear sales momentum, and make dramatic
changes in our apparel program. I am happy to report that we accomplished these
goals and are well positioned for future growth.

Financial Highlights of FY2002. The financial results of our repositioning plan
were apparent in Fiscal 2002. For this year net sales were $701,426,000, an
increase of 6% over last year. Comparable store net sales increased 4% (52 weeks
vs. 52 weeks) versus a 1% comp gain last year.

   During the year we maintained our sales momentum in footwear with a 7%
increase in comparable sales and with strong growth in all three sectors of our
business: men's, women's, and kids'. Additionally, for the first time in 15
quarters, our apparel/accessory business reported a positive comparable sales
gain in the fourth quarter.

   Net income for Fiscal 2002 was $18.4 million, or $.75 per diluted share,
compared to net income of $3.7 million, or $.15 per diluted share, for Fiscal
2001. On a comparable basis (after excluding repositioning and last year's extra
week) net income increased 23% over last year.

Keys to Success in FY2002. There were several factors that helped us achieve
improved performance this past year. One was our persistent marketing focus on
new products and key categories in our stores rather than leading with "price or
sale" as our primary marketing message. Our core consumers responded positively
to this positioning, allowing us to differentiate ourselves from our competition
and to sell more new product at higher margins.

   Additionally, our decision in Fiscal 2002 to reduce aged inventory had a
dramatic effect on our performance and should continue to do so in years to
come. During the year we reduced our aged inventory (product over one year old)
from approximately 13% of our total inventory to the low single digits. By
cleaning up our aged product, we have been able to increase sales with less
inventory while increasing our product turns.

   Another key to our success this past fiscal year was closing 13
under-performing stores, which has helped increase our profitability.

Positioned for Growth. During the year we made changes to strengthen our
merchandise team, especially in the apparel category, to better position us for
future growth. These changes included promotions from within as well as
important new hires who have substantial apparel retailing backgrounds. These
personnel changes were made without interrupting the positive momentum that has
characterized our footwear business over the last few years.

   One of the first steps taken by the new team was a renewed focus on our
primary customer by defining a more specific product and marketing edit point.
This edit point is directed at a young, college-aged consumer who is "action
addicted." It is an aspirational target that younger kids emulate, and that our
older, active consumers strive to maintain. We feel

22


<PAGE>

these action addicted teens are more multicultural than past generations, are
connected online, fear boredom, and are always on the move. They are redefining
sport and fashion for their generation.

   This focus became the foundation for creating our new private brand apparel
line Finish Line Blue Label which launched in March 2002. It has also provided
our buyers and vendors with a clearer vision of product that is relevant to our
core consumer. This new leadership and vision have already produced improved
results that we expect to continue in Fiscal 2003 and beyond.

Redefined Mission. Better understanding our core customer and current market
trends, we rethought our Mission Statement taking into account this new
aspirational target. We have decided to launch a new branding effort in Fiscal
2003 to communicate our new positioning to consumers and employees.

Our mission is to provide the best selection of sport inspired footwear, apparel
and accessories to fit the fast culture of action addicted individuals.

   We are confident this mission more clearly defines Finish Line and where we
are headed. Our market research tells us that an important point-of-difference
with our competitors is our greater product selection -- and we expect to
enhance this in the future with even stronger and more compelling product and
visual merchandising. "Best" selection does not necessarily mean the "most," but
it does mean having the "right" selection in the right stores. Sport inspired
product is also important to Finish Line. This is our heritage, and every
product we carry should be grounded in athletics.

   Apparel and accessories are an integral part of this mission as well. We know
we have to increase our store productivity, and to achieve this we have to be
more than just a great athletic footwear store. No other athletic specialty
retailer in the mall can cross-merchandise all three categories (footwear,
apparel, and accessories) under one roof like Finish Line.

     Finally, we recognize that action addicted consumers create a very fast
culture with fashion trends that can emerge overnight from any city in the
country. We believe we have the flexibility and vision to remain ahead of these
trends and to continue our sales momentum in the future.

Opportunities for FY2003. Finish Line is poised for growth in Fiscal 2003. We
have strengthened our merchandising team, we have reduced the average age of our
inventory, and we have taken our proprietary brand Finish Line Blue Label to
market.

   All these changes have further strengthened our successful relationships with
key vendors. They appreciate our marketing approach to their products and brands
and now better understand Finish Line's consumer and new edit point. This will
be beneficial as we continue to develop exclusive product offerings with these
partners and further distinguish ourselves from our competition.

   As we enter into the new fiscal year, we are well positioned in the mall to
gain market share in the women's and kids' categories. Our stores and shopping
environment are appealing to women and kids, as well as men, and we intend to
increase our focus on the women's and kids' businesses with enhanced and
improved product offerings.

   Throughout Fiscal 2003 we intend to fortify our new positioning and mission
in the marketplace. Through an enhanced brand marketing campaign we have
developed a consistent, relevant message that speaks to the action addicted
consumer at all points of contact, including in-store, online, and in our
advertising.

   Fiscal 2002 was a successful transition year for Finish Line. I am confident
that with the continued dedication and hard work of all Finish Line associates
combined with our new consumer focus and merchandising strategies we will
maintain this positive momentum into next year.

Sincerely,


/s/ Alan H. Cohen

Alan H. Cohen

President and CEO, Finish Line, Inc.

                                                                              23


<PAGE>

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                 Year Ended:  March 2,     March 3,     February 26,    February 27,   February 28,
(In thousands, except per share and store operating data)      2002          2001           2000            1999           1998
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>             <C>             <C>
Income Statement Data:
Net sales                                                  $  701,426     $  663,906     $  585,963      $  522,623     $  438,911
Cost of sales (including occupancy expenses)                  508,533        491,527        423,505         373,170        303,809
-----------------------------------------------------------------------------------------------------------------------------------
Gross profit                                                  192,893        172,379        162,458         149,453        135,102
Selling, general and administrative expenses                  167,681        156,820        139,273         117,507         94,303
Repositioning and asset impairment charges (reversals)         (2,003)        10,584             --              --             --
-----------------------------------------------------------------------------------------------------------------------------------
Operating income                                               27,215          4,975         23,185          31,946         40,799
Interest income-- net                                           1,610            970            826           1,421          2,495
-----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                     28,825          5,945         24,011          33,367         43,294
Income taxes                                                   10,377          2,200          8,404          12,680         16,560
-----------------------------------------------------------------------------------------------------------------------------------
Net income                                                 $   18,448     $    3,745     $   15,607      $   20,687     $   26,734
===================================================================================================================================
Earnings Per Share Data:
Basic earnings per share                                   $      .76     $      .15     $      .63      $      .81     $     1.03
-----------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share                                 $      .75     $      .15     $      .62      $      .80     $     1.02
===================================================================================================================================
Share Data(1):
Weighted-average shares                                        24,312         24,458         24,848          25,541         25,963
-----------------------------------------------------------------------------------------------------------------------------------
Diluted weighted-average shares                                24,683         24,663         25,039          25,833         26,317
===================================================================================================================================
Selected Store Operating Data:
Number of stores:
   Opened during period                                            27             34             55              59             53
   Closed during period                                            14              7              4               3              2
   Open at end of period                                          449            436            409             358            302
Total square feet (2)                                       2,694,380      2,653,886      2,478,930       2,095,264      1,586,520
Average square feet per store (2)                               6,001          6,087          6,061           5,853          5,253
Net sales per square foot for comparable stores (3)        $      262     $      256     $      272      $      310     $      345
Increase (decrease) in comparable store net sales (4)             4.5%           1.3%          (2.6)%          (1.7)%          5.6%
===================================================================================================================================
Balance Sheet Data:
Working capital                                            $  153,846     $ 133,640      $  124,898      $  106,661     $  120,822
Total assets                                                  328,347       308,868         289,095         278,555        255,978
Total debt                                                         --            --              --              --             --
Stockholders' equity                                          243,954       226,747         222,392         208,679        197,122
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Consists of weighted-average common and common equivalent shares outstanding
    for the period.
(2) Computed as of the end of each fiscal period.
(3) Calculated excluding sales for the 53rd week of fiscal 2001.
(4) Calculated using those stores that were open for the full current fiscal
    period and were also open for the full prior fiscal period.

24


<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

     Year Ended:                          March 2,   March 3,   February 26,
                                            2002       2001        2000
----------------------------------------------------------------------------
<S>                                       <C>        <C>        <C>
Income Statement Data:
Net sales                                  100.0%      100.0%      100.0%
Cost of sales (including
   occupancy expenses)                      72.5        74.0        72.3
---------------------------------------------------------------------------
Gross profit                                27.5        26.0        27.7
Selling, general and
   administrative expenses                  23.9        23.6        23.7
Repositioning and asset
   impairment charges (reversals)           (0.3)        1.6          --
---------------------------------------------------------------------------
Operating income                             3.9         0.8         4.0
Interest income-net                          0.2         0.1         0.1
---------------------------------------------------------------------------
Income before income taxes                   4.1         0.9         4.1
Income taxes                                 1.5         0.3         1.4
---------------------------------------------------------------------------
Net income                                   2.6%        0.6%        2.7%
===========================================================================
</TABLE>


General. The following discussion and analysis should be read in conjunction
with the information set forth under "Selected Financial Data" and the
Consolidated Financial Statements and Notes thereto included elsewhere herein.

   The table above sets forth operating data of the Company as a percentage of
net sales for the periods indicated.

Critical Accounting Policies. Management's discussion and analysis of financial
condition and results of operations are based upon the consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Company to make estimates and judgements that
affect the reported amounts of assets, liabilities, expenses and related
disclosure of contingent assets and liabilities. On an ongoing basis, the
Company evaluates these estimates, including those related to the valuation of
inventory, the potential impairment of long-lived assets and the valuation of
repositioning reserve. The Company bases the estimates on historical experience
and on various other assumptions that are believed to be reasonable, the results
of which form the basis for making judgements about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.

   Management believes the following critical accounting policies affect its
more significant judgements and estimates used in preparation of its
consolidated financial statements.

Valuation of Inventory. Merchandise inventories are valued at the lower of cost
or market using a weighted-average cost method, which approximates the first-in,
first-out method. The Company's valuation of inventory includes a markdown
reserve for merchandise that will be sold below cost. The markdown reserves
value is based upon historical information and assumptions about future demand
and market conditions. It is possible that changes to the markdown reserve could
be required in future periods due to changes in market conditions.

Impairment of Long-Lived Assets. The Company evaluates the recoverability of its
long-lived assets in accordance with Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which generally requires the Company to assess these
assets for recoverability whenever events or changes in circumstance indicate
that the carrying amounts of long-lived tangible assets may not be recoverable.
The Company considers historical performances and future estimated results in
its evaluation of potential impairment and then compares the carrying amount of
the asset to the estimated non-discounted future cash

                                                        25


<PAGE>


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

<TABLE>
<CAPTION>

                               Quarter Ended:          June 2,           September 1,         December 1,            March 2,
(Dollars in thousands, except per share data)           2001                 2001                2001                  2002
---------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>      <C>         <C>      <C>        <C>       <C>         <C>
Net sales                                        $ 160,825   100.0%   $ 196,776   100.0%   $ 142,266  100.0%    $ 201,559   100.0%
Cost of sales (including occupancy expenses)       120,370    74.9      137,922    70.1      107,297   75.4       142,944    70.9
---------------------------------------------------------------------------------------------------------------------------------
Gross profit                                        40,455    25.1       58,854    29.9       34,969   24.6        58,615    29.1
Selling, general and administrative expenses        39,796    24.7       43,494    22.1       38,748   27.3        45,643    22.7
Repositioning and asset impairment
   charges (reversals) - net                          (660)    (.4)          --      --         (549)   (.4)         (794)    (.4)
Operating income (loss)                              1,319      .8       15,360     7.8       (3,230)  (2.3)       13,766    (6.8)
Interest income - net                                  480      .3          458      .2          387     .3           285      .2
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                    1,799     1.1       15,818     8.0       (2,843)  (2.0)       14,051     7.0
Income taxes (benefit)                                 648      .4        5,694     2.9       (1,023)   (.7)        5,058     2.5
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                $   1,151      .7%   $  10,124     5.1%   $  (1,820)  (1.3)  % $   8,993     4.5%
---------------------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share                  $     .05            $     .41            $    (.08)           $     .37
Diluted earnings (loss) per share                $     .05            $     .41            $    (.07)           $     .36
---------------------------------------------------------------------------------------------------------------------------------


                               Quarter Ended:          May 27,             August 26,         November 25,           March 3,
(Dollars in thousands, except per share data)           2000                 2000                2000                  2001
---------------------------------------------------------------------------------------------------------------------------------
Net sales                                        $ 146,657   100.0%   $ 190,542   100.0%   $ 134,503  100.0%    $ 192,204   100.0%
Cost of sales (including occupancy expenses)       106,013    72.3      137,296    72.1      101,378   75.4       146,840    76.4
---------------------------------------------------------------------------------------------------------------------------------
Gross profit                                        40,644    27.7       53,246    27.9       33,125   24.6        45,364    23.6
Selling, general and administrative expenses        34,846    23.8       42,207    22.1       37,404   27.8        42,363    22.0
Repositioning and asset impairment charges              --      --           --      --           --     --        10,584     5.5
---------------------------------------------------------------------------------------------------------------------------------
Operating income (loss)                              5,798     3.9       11,039     5.8       (4,279)  (3.2)       (7,583)   (3.9)
Interest income - net                                  223      .2          169      .1          328     .2           250      .1
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                    6,021     4.1       11,208     5.9       (3,951)  (3.0)       (7,333)   (3.8)
Income taxes (benefit)                               2,228     1.5        4,147     2.2       (1,462)  (1.1)       (2,713)   (1.4)
---------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                $   3,793     2.6%   $   7,061     3.7%   $  (2,489)  (1.9)%   $  (4,620)   (2.4)%
---------------------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share                  $     .16            $     .29            $    (.10)           $    (.19)
Diluted earnings (loss) per share                $     .15            $     .29            $    (.10)           $    (.19)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


26


<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

[GRAPHIC]

flows expected to result from the use of the asset. If such assets are
considered to be impaired, the impairment recognized is measured by comparing
projected individual store discounted cash flows to the asset carrying values.
The estimation of fair value is measured by discounting expected future cash
flows at the discount rate the Company utilizes to evaluate potential
investments. Actual results may differ from these estimates and as a result the
estimation of fair values may be adjusted in the future.

Repositioning Plan Reserve. During fiscal 2001, the Company recorded reserves in
connection with its repositioning plan. The remaining reserve at March 2, 2002
relating to lease obligations for planned store closings requires the use of
estimates. Though the Company believes that these estimates accurately reflect
the anticipated costs of the repositioning plan, actual results may differ.

Fiscal 2002 Compared to Fiscal 2001. Net sales for fiscal 2002 were $701.4
million, an increase of $37.5 million or 5.7% over fiscal 2001. Of this
increase, $14.4 million was attributable to an increase from the 34 existing
stores open only part of fiscal 2001, and $20.4 million was from an increase in
the number of stores open during the period from 436 at the end of fiscal 2001
to 449 at the end of fiscal 2002. The balance of the increase in net sales was
attributable to a comparable store net sales increase of 4.5% in fiscal 2002,
which was partially offset by fiscal 2002 containing seven less days than fiscal
2001. Comparable net footwear sales increased 7.1% for fiscal 2002 while
comparable net activewear and accessories sales decreased 6.1%. Activewear and
accessories were negatively effected by the transition to new merchandise
strategies undertaken by the new apparel buying team, however in the fourth
quarter of 2002 comparable activewear and accessories sales increased 2.0%.

   Gross profit, which includes product margin less store occupancy costs, for
fiscal 2002 was $192.9 million. Excluding the net effect of non-recurring
charges of $288,000 in fiscal 2002 and $9.2 million in fiscal 2001 included in
cost of sales representing inventory writedowns associated with the
repositioning plan, gross profit was $193.2 million in fiscal 2002 and $181.6
million in fiscal 2001. This was an increase of approximately $11.6 million or
6.4% over fiscal 2001, and an increase of approximately 0.2% as a percent of net
sales. This 0.2% increase is due to a 0.3% increase in margin for product sold,
partially offset by a 0.1% increase in occupancy costs as a percentage of net
sales.

   Selling, general and administrative expenses were $167.7 million, an increase
of $10.9 million or 6.9% over fiscal 2001, and increased to 23.9% from 23.6% as
a percentage of net sales. The dollar increase was primarily attributable to the
operating costs related to the 27 additional stores opened during 2002. The
increase as a percentage of net sales is a result of the fiscal 2001 benefiting
from an extra week due to the 53-week retail calendar which added approximately
$14.0 million in sales to fiscal 2001.

   In March 2001, the Company approved a repositioning plan (the "Plan") and
recorded pre-tax non-recurring repositioning and asset impairment charges
totaling $19.8 million in connection with additional inventory markdowns, lease
costs and asset impairment charges for 17 planned store closings, and asset
impairment charges for 14 identified under-performing stores.

   During 2002 the Company completed its repositioning plan related to aged
inventory and recognized an additional $288,000 of expense related to inventory
markdowns which was recorded as a component of cost of sales. The repositioning
markdown reserve balance is zero as of March 2, 2002.

   In connection with the store closings, the Company established a reserve for
future lease payments after store closures of $3.8 million

                                                                              27


<PAGE>

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

all of which was included in accrued expenses at March 3, 2001. The accrued
expense was reduced $2.4 million in fiscal 2002 which represented payments of
$434,000 and a decrease in the expected future store closure obligation of $2.0
million, which was taken back into income as a change in estimate. The remaining
reserve, which is $1.4 million at March 2, 2002, is reviewed periodically to
determine its adequacy.

   Net interest income for fiscal 2002 was $1.6 million compared to net interest
income of $1.0 million for fiscal 2001. The increase was the result of increased
levels of invested cash due to the Company's progress with the liquidation of
aged inventory and fewer store openings in fiscal 2002.

   Income tax expense was $10.4 million for fiscal 2002 compared to $2.2 million
for fiscal 2001. The increase in the Company's provision for federal and state
taxes in 2002 is due to the increased level of income before taxes slightly
offset by a decrease in the effective tax rate to 36% for fiscal 2002 compared
to 37% in fiscal 2001.

   Net income increased 392.6% to $18.4 million for fiscal 2002 compared to $3.7
million for fiscal 2001. Diluted net income per share increased 400.0% to $.75
for fiscal 2002 compared to $.15 for fiscal 2001. Diluted weighted average
shares outstanding were 24,683,000 and 24,663,000, for fiscal 2002 and 2001,
respectively.

Fiscal 2001 Compared to Fiscal 2000. Net sales for fiscal 2001 were $663.9
million, an increase of $77.9 million or 13.3% over fiscal 2000. Of this
increase, $33.9 million was attributable to an increase from the 55 existing
stores open only part of fiscal 2000, and $26.7 million was from a 6.6% increase
in the number of stores open during the period from 409 at the end of fiscal
2000 to 436 at the end of fiscal 2001. The balance of the increase in net sales
was attributable to an approximate $14.0 million increase due to fiscal 2001
having seven additional days as compared to fiscal 2000 and a comparable
store net sales increase of 1.3% in fiscal 2001. Comparable net footwear sales
increased 4.9% for fiscal 2001 while comparable net activewear and accessories
sales decreased 10.6%. Net sales per square foot decreased in fiscal 2001 to
$256 (on a comparable 52-week year basis) from $272 in fiscal 2000. Activewear
and accessories continue to be negatively effected by a significant reduction in
the average unit selling price. Net sales per square foot have been negatively
impacted by the decrease in activewear sales.

   Gross profit, which includes product margin less store occupancy costs, for
fiscal 2001 was $172.4 million. Excluding the effect of non-recurring charges of
$9.2 million in fiscal 2001 representing inventory writedowns associated with
the repositioning plan discussed below, gross profit was $181.6 million, an
increase of approximately $19.1 million or 11.8% over fiscal 2000, and a
decrease of approximately 0.4% as a percent of net sales. Of this 0.4% decrease,
0.3% was due to a decrease in margin for product sold, 0.2% was due to an
increase in occupancy costs as a percentage of net sales, partially offset by a
decrease in inventory shrink of 0.1%.

   Selling, general and administrative expenses were $156.8 million, an increase
of $17.5 million or 12.6% over fiscal 2000, and decreased to 23.6% from 23.7% as
a percentage of net sales. The dollar increase was primarily attributable to the
operating costs related to the 34 additional stores opened during 2001. The
decrease as a percentage of net sales is a result of the 53-week year in fiscal
2001 which added approximately $14.0 million in sales to the year.

   In the fourth quarter of 2001, the Company approved a repositioning plan (the
"Plan") designed to increase long-term profitability of its retail stores and
generate long-term value for stockholders. As part of that plan the Company
recorded pre-tax non-recurring repositioning and asset impairment charges
totaling $19.8 million ($12.5 million after tax or $.51 per share) in connection
with additional inventory markdowns, lease costs and

28


<PAGE>

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

[GRAPHIC]

asset impairment charges for 17 planned store closings, and asset impairment
charges for 14 identified under-performing stores.

   The most significant component of the Plan included a more aggressive
approach to reducing aged inventory by reconfiguring merchandise assortments to
place greater emphasis on better performing fresher merchandise. The additional
markdown reserve, which totaled $9.2 million, has been recorded as a component
of cost of sales.

   In connection with the store closings, the Company established a reserve for
future lease payments after store closures of $3.8 million, all of which is
included in accrued expenses at March 3, 2001. Costs were charged against this
reserve as paid (expected to be primarily in 2002) and the reserve was reviewed
periodically to determine its adequacy.

   The Company recorded an asset impairment charge, pursuant to the requirements
of SFAS No. 121, of $3.1 million related to the planned store closings. The
fixed assets written off could not readily be used at other store locations nor
was there a ready market outside the Company to determine fair value. The
assets, consisting principally of fixtures and leasehold improvements, are
expected to be discarded at the time of store closing. Accordingly, the asset
impairment charge recorded represents the carrying value of the assets at the
time of approval of the repositioning plan and depreciation of these assets was
discontinued at that time. Operating results for the individual stores will be
included in operations through the closing dates of the respective stores.

   The Company also reviewed its under-performing stores for asset impairment
charges. The asset impairment test was applied to all stores with negative
contribution and cash flows. An asset impairment charge of $3.6 million was
calculated as the difference between the carrying amount of the assets and each
store's estimated future discounted cash flows.

   Net interest income for fiscal 2001 was $1.0 million compared to net interest
income of $.8 million for fiscal 2000. The increase was the result of increased
levels of invested cash and marketable securities due to fewer store openings in
fiscal 2001.

   Income tax expense was $2.2 million for fiscal 2001 compared to $8.4 million
for fiscal 2000. The decrease in the Company's provision for federal and state
taxes in 2001 is due to the decreased level of income before taxes, slightly
offset by an increase in the effective tax rate to 37% for fiscal 2001 from 35%
in fiscal 2000.

   Net income decreased 76.0% to $3.7 million for fiscal 2001 compared to $15.6
million for fiscal 2000. Diluted net income per share decreased 75.8% to $.15
for fiscal 2001 compared to $.62 for fiscal 2000. Diluted weighted average
shares outstanding were 24,663,000 and 25,039,000, for fiscal 2001 and 2000,
respectively.

Quarterly Comparisons. The Company's merchandise is marketed during all seasons,
with the highest volume of merchandise sold during the second and fourth fiscal
quarters as a result of back-to-school and holiday shopping. The third fiscal
quarter has traditionally had the lowest volume of merchandise sold and the
lowest results of operations.

   The table on page 26 sets forth quarterly operating data of the Company,
including such data as a percentage of net sales, for fiscal 2002 and fiscal
2001. This quarterly information is unaudited but, in management's opinion,
reflects all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the information for the periods presented.

Liquidity and Capital Resources. The Company finances the opening of new stores
and the resulting increase in inventory requirements principally from operating
cash flow and cash on hand. Net cash provided by operations was $39.8 million,
$44.9 million

                                                                              29


<PAGE>

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

and $12.1 million respectively, for fiscal 2002, 2001 and 2000. At March 2,
2002, the Company had cash and cash equivalents of $74.5 million and an
additional $3.3 million in marketable securities. Cash equivalents are primarily
invested in taxable instruments with maturities of one to twenty-eight days.
Marketable securities represent securities that range in maturity from 90 days
to three years and are primarily invested in tax exempt municipal obligations.
Marketable securities are classified as available-for-sale and are available to
support current operations.

   Merchandise inventories were $141.9 million at March 2, 2002 compared to
$145.5 million at March 3, 2001. On a per square foot basis, merchandise
inventories at March 2, 2002 decreased 4.0% compared to March 3, 2001. The
company believes current inventory levels are appropriate, based on the industry
environment.

   The Company has an unsecured committed Credit Agreement (the "Facility") with
a syndicate of commercial banks in the amount of $60 million, which expires on
September 20, 2003. The Company periodically reviews its ongoing credit needs
with its syndicate of commercial banks and currently expects to be able to renew
or renegotiate the Facility prior to its expiration for an additional period
beyond the current maturity date of September 20, 2003. The interest rate on the
Facility is, at the Company's election, either a negotiated rate approximating
the federal funds effective rate plus 1.5% (this rate is available on the first
$5 million of borrowings), the bank's LIBOR Rate plus 1.0%, or the bank's prime
commercial lending rate. The margin percentage added to the LIBOR Rate is
subject to adjustment quarterly based on the leverage ratio (as defined). At
March 2, 2002, there were no borrowings outstanding under the Facility.

   The Facility contains restrictive covenants which limit, among other things,
mergers and acquisitions, redemptions of common stock, and payment of dividends.
In addition, the Company must maintain a minimum leverage ratio (as defined) and
minimum consolidated tangible net worth (as defined). The Company is also
subject to a liquidity test and an annual capital expenditure limitation. The
Company was in compliance with all such covenants at March 2, 2002.

   Capital expenditures were $13.6 million and $16.4 million for fiscal 2002 and
2001, respectively. Expenditures in 2002 were primarily for the build-out of 27
stores that were opened during fiscal 2002, the remodeling of five existing
stores and various corporate projects.

   Expenditures in 2001 were primarily for the build-out of 34 stores that were
opened in fiscal 2001, the remodeling of 13 existing stores and various
corporate projects.

   Additionally, $12-15 million is for an addition of 275,000 square feet to the
corporate office and distribution center. The Company anticipates that total
capital expenditures for fiscal 2003 will be approximately $30-35 million. Of
this amount, $18-20 million is primarily for the build-out of approximately 30
new stores, the remodeling of 15-20 existing stores, and various corporate
projects. Additionally, $12-15 million is for an addition of 275,000 square feet
to the corporate office and distribution center. The Company estimates that its
cash requirement to open a traditional format new store (averaging approximately
5,000 square feet) to be $500,000 (net of construction allowance). These
requirements for a traditional store include approximately $325,000 for
fixtures, equipment, and leasehold improvements and $275,000 ($175,000 net of
payables) in new store inventory.

   During fiscal 2001, the Company contributed 165,000 shares of Finish Line
Class A Common Stock to the Company's retirement plan for its employees. The
Company had purchased the shares in fiscal 1999 at an aggregate cost of $1.5
million.

   Effective September 2, 1998, the Board of Directors approved a stock
repurchase program. The Company was authorized to purchase on the open market or
in privately negotiated transactions,

30


<PAGE>

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

[GRAPHIC]

through December 31, 1999, up to 2.6 million shares of the Company's Class A
Common Stock outstanding. Effective December 28, 1999, the Board of Directors
extended the stock repurchase program through December 31, 2000 at which time it
expired. Effective January 18, 2001 the Board of Directors approved a new stock
repurchase program, through which the Company is authorized to purchase on the
open market or in privately negotiated transactions through February 28, 2004,
up to 2.5 million shares of the Company's Class A Common Stock outstanding. As
of March 2, 2002, the Company holds 2,083,665 shares of its Class A Common Stock
purchased on the open market at an average price of $7.96 per share for an
aggregate purchase amount of $16.6 million, and has 2,097,300 shares available
to repurchase under the January 2001 program. The treasury shares may be issued
upon the exercise of employee stock options or for other corporate purposes.

   Management believes that cash on hand, operating cash flow and borrowings
under the Company's existing Facility will be sufficient to complete the
Company's fiscal 2003 store expansion program and to satisfy the Company's other
capital requirements through fiscal 2003.

Market Risk. The Company is exposed to changes in interest rates primarily from
its investments in available-for-sale marketable securities. The Company does
not use interest rate derivative instruments to manage exposure to interest rate
changes. A hypothetical 100 basis point increase in interest rates would
adversely effect the net fair value of marketable securities by $45,000 at March
2, 2002.

Effects of Inflation. As the costs of inventory and other expenses of the
Company have increased, the Company has generally been able to increase its
selling prices. In periods of high inflation, increased build-out and other
costs could adversely affect the Company's expansion plans.

                                                                              31


<PAGE>

CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                            March 2, March 3,                                                 March 2,  March 3,
(in thousands)                                2002     2001       (in thousands)                                2002      2001
---------------------------------------------------------------   ---------------------------------------------------------------
<S>                                        <C>       <C>          <C>                                         <C>       <C>
Assets                                                            Liabilities and Stockholders' Equity
Current Assets                                                    Current Liabilities
   Cash and cash equivalents                $ 74,510 $ 45,422        Accounts payable                         $ 50,908  $ 53,450
   Marketable securities                       3,343    6,513        Employee compensation                       7,768     6,640
   Accounts receivable                         2,221    3,476        Accrued property and sales tax              4,036     3,914
   Merchandise inventories                   141,878  145,503        Deferred income taxes                       2,922       906
   Other                                       7,673    7,233        Other liabilities and accrued expenses     10,145     9,597
---------------------------------------------------------------   ---------------------------------------------------------------
   Total current assets                      229,625  208,147        Total current liabilities                  75,779    74,507
---------------------------------------------------------------   ---------------------------------------------------------------
Property and Equipment                                            Long-term deferred rent payments               8,614     7,614
   Land                                          315      315     Stockholders' Equity
   Building                                   10,767   10,486        Preferred stock, $.01 par value;
   Leasehold improvements                     97,724   91,657           1,000 shares authorized; none issued        --        --
   Furniture, fixtures, and equipment         45,685   41,515        Common stock, $.01 par value
   Construction in progress                    2,801    2,849        Class A:
---------------------------------------------------------------         Shares authorized--30,000
                                             157,292  146,822           Shares issued
   Less accumulated depreciation              66,554   52,348              (2002-22,045; 2001-20,022)
---------------------------------------------------------------         Shares outstanding
                                              90,738   94,474              (2002-19,961; 2001-18,181)              220       200
---------------------------------------------------------------      Class B:
                                                                        Shares authorized--12,000
                                                                        Shares issued and outstanding
                                                                           (2002-4,351; 2001-6,268)                 44        63
                                                                     Additional paid-in capital                123,559   122,748
                                                                     Retained earnings                         136,705   118,257
                                                                     Accumulated other
                                                                     comprehensive income                           22        12
                                                                     Treasury stock
---------------------------------------------------------------            (2002-2,084; 2001-1,841)            (16,596)  (14,533)
Other Assets                                                      ---------------------------------------------------------------
   Deferred income taxes                       7,984     6,247    Total stockholders' equity                   243,954   226,747
---------------------------------------------------------------   ---------------------------------------------------------------
   Total assets                             $328,347  $308,868    Total liabilities and stockholders' equity  $328,347  $308,868
---------------------------------------------------------------   ---------------------------------------------------------------
</TABLE>


See accompanying notes.

32


<PAGE>

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                            Year Ended:             March 2,    March 3,   February 26,
(in thousands, except per share amounts)                             2002        2001         2000
-------------------------------------------------------------------------------------------------------
<S>                                                                  <C>      <C>          <C>
Net sales                                                         $ 701,426   $ 663,906     $ 585,963
Cost of sales (including occupancy expenses)                        508,533     491,527       423,505
-------------------------------------------------------------------------------------------------------
Gross profit                                                        192,893     172,379       162,458
Selling, general and administrative expenses                        167,681     156,820       139,273
Repositioning and asset impairment charges (reversals)              (2,003)      10,584            --
-------------------------------------------------------------------------------------------------------
Operating income                                                     27,215       4,975        23,185
Interest income-net                                                   1,610         970           826
-------------------------------------------------------------------------------------------------------
Income before income taxes                                           28,825       5,945        24,011
Income taxes                                                         10,377       2,200         8,404
-------------------------------------------------------------------------------------------------------
Net income                                                         $ 18,448    $  3,745     $  15,607
-------------------------------------------------------------------------------------------------------
Basic earnings per share                                           $    .76    $    .15     $     .63
-------------------------------------------------------------------------------------------------------
Diluted earnings per share                                         $    .75    $    .15     $     .62
-------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.


                                                                              33


<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>

                                                                     Year       March 2,         March 3,       February 26,
(in thousands)                                                       Ended:      2002              2001            2000
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>              <C>            <C>
 Operating activities
 Net income                                                                    $18,448          $ 3,745         $ 15,607
 Adjustments to reconcile net income to net cash provided by
  operating activities:
    Repositioning and asset impairment charges (reversals)                      (2,003)          10,584               --
    Depreciation                                                                16,318           16,391           14,369
    Contribution of treasury stock to retirement plan                               --            1,758              682
    Loss on sale of available-for-sale marketable securities                        --               --               19
    Deferred income taxes                                                          279           (7,157)           5,292
    Loss on disposal of property and equipment                                      60              247              354
Changes in operating assets and liabilities:
    Accounts receivable                                                          1,255            6,079           (2,604)
    Merchandise inventories                                                      3,625            3,476          (13,676)
    Other current assets                                                          (440)          (5,760)            (232)
    Other assets                                                                    --              209               39
    Accounts payable                                                            (2,542)          11,262           (8,484)
    Employee compensation                                                        1,128            2,003             (388)
    Other liabilities and accrued expenses                                       2,673              779               89
    Deferred rent payments                                                       1,000            1,257            1,015
----------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                       39,801           44,873           12,082
Investing activities
Purchases of property and equipment                                            (13,641)         (16,413)         (26,274)
Proceeds from disposals of property and equipment                                  999              142              366
Proceeds from sale of available-for-sale marketable securities                   3,181            4,960            4,154
Proceeds from maturity of held-to-maturity marketable securities                    --               --            2,155
----------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                           (9,461)         (11,311)         (19,599)
Financing activities
Proceeds from short-term debt                                                       --           48,305           84,800
Principal payments on short-term debt                                               --          (48,305)         (84,800)
Proceeds and tax benefits from exercise of stock options                         2,280              192              317
Purchase of treasury stock                                                      (3,532)          (1,393)          (2,852)
----------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                           (1,252)          (1,201)          (2,535)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                            29,088           32,361          (10,052)
Cash and cash equivalents at beginning of year                                  45,422           13,061           23,113
----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                       $74,510          $45,422         $ 13,061
----------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes.

34


<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

[GRAPHIC]


<TABLE>
<CAPTION>
                                                                                                                        Accumulated
                                              Number of Shares            Amount         Additional                        Other
                                       -----------------------------------------------     Paid-In      Retained       Comprehensive
(in thousands)                         Class A   Class B   Treasury  Class A   Class B     Capital      Earnings           Loss
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>            <C>            <C>
Balance at February 27, 1999            17,598     7,244    1,363     $190      $ 72      $121,954       $ 98,905               -
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net income for 2000                                                                                     15,607
   Other comprehensive income - Net
   unrealized loss on available-for-
   sale securities, net of tax
   benefit of $22                                                                                                             (41)
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income
------------------------------------------------------------------------------------------------------------------------------------
Conversion of Class B Common Stock
   to Class A Common Stock                 976      (976)                9        (9)
   ---------------------------------------------------------------------------------------------------------------------------------
Non-qualified Class A Common Stock
options exercised                           51                           1                     316
------------------------------------------------------------------------------------------------------------------------------------
Treasury Stock purchased                  (472)               472
------------------------------------------------------------------------------------------------------------------------------------
Contribution of Treasury Stock
to profit sharing plan                      50                (50)                              (1)
------------------------------------------------------------------------------------------------------------------------------------
Balance at February 26, 2000            18,203     6,268    1,785      200        63       122,269        114,512             (41)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net income for 2001                                                                                      3,745
   Other comprehensive income - Net
   unrealized gain on available-for-
   sale securities, net of tax
   expense of $30                                                                                                              53
------------------------------------------------------------------------------------------------------------------------------------
 Total comprehensive income
------------------------------------------------------------------------------------------------------------------------------------
Non-qualified Class A Common Stock
   options exercised                        34                                                 192
------------------------------------------------------------------------------------------------------------------------------------
Treasury Stock purchased                  (221)               221
------------------------------------------------------------------------------------------------------------------------------------
Contribution of Treasury Stock
to profit sharing plan                     165               (165)                             287
------------------------------------------------------------------------------------------------------------------------------------
Balance at March 3, 2001                18,181     6,268    1,841      200        63       122,748        118,257              12
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net income for 2002                                                                                     18,448
   Other comprehensive income - Net
   unrealized gain on available-for-
   sale securities, net of tax
   expense of $6                                                                                                               10
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income
------------------------------------------------------------------------------------------------------------------------------------
Non-qualified Class A Common Stock
options exercised                          266               (160)       1                     811
------------------------------------------------------------------------------------------------------------------------------------
Treasury Stock purchased                  (403)               403
------------------------------------------------------------------------------------------------------------------------------------
Conversion of Class B Common Stock
   to Class A Common Stock               1,917    (1,917)               19       (19)
------------------------------------------------------------------------------------------------------------------------------------

Balance at March 2, 2002                19,961     4,351    2,084     $220      $ 44      $123,559       $136,705            $ 22
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                             Treasury
(in thousands)                               Stock           Totals
---------------------------------------------------------------------
<S>                                         <C>            <C>
Balance at February 27, 1999                 $(12,442)      $208,679
---------------------------------------------------------------------
Comprehensive income:
   Net income for 2000                                        15,607
   Other comprehensive income - Net
   unrealized loss on available-for-
   sale securities, net of tax
   benefit of $22                                                (41)
---------------------------------------------------------------------
Total comprehensive income                                    15,566
---------------------------------------------------------------------
Conversion of Class B Common Stock
   to Class A Common Stock                                         -
---------------------------------------------------------------------
Non-qualified Class A Common Stock
options exercised                                                317
---------------------------------------------------------------------
Treasury Stock purchased                       (2,852)        (2,852)
---------------------------------------------------------------------
Contribution of Treasury Stock
to profit sharing plan                            683            682
---------------------------------------------------------------------
Balance at February 26, 2000                  (14,611)       222,392
---------------------------------------------------------------------
Comprehensive income:
   Net income for 2001                                         3,745
   Other comprehensive income - Net
   unrealized gain on available-for-
   sale securities, net of tax
   expense of $30                                                 53
---------------------------------------------------------------------
 Total comprehensive income                                    3,798
---------------------------------------------------------------------
Non-qualified Class A Common Stock
   options exercised                                             192
---------------------------------------------------------------------
Treasury Stock purchased                       (1,393)        (1,393)
---------------------------------------------------------------------
Contribution of Treasury Stock
to profit sharing plan                          1,471          1,758
---------------------------------------------------------------------
Balance at March 3, 2001                      (14,533)       226,747
---------------------------------------------------------------------
Comprehensive income:
   Net income for 2002                                        18,448
   Other comprehensive income - Net
   unrealized gain on available-for-
   sale securities, net of tax
   expense of $6                                                  10
---------------------------------------------------------------------
Total comprehensive income                                    18,458
---------------------------------------------------------------------
Non-qualified Class A Common Stock
options exercised                               1,469          2,281
---------------------------------------------------------------------
Treasury Stock purchased                       (3,532)        (3,532)
---------------------------------------------------------------------
Conversion of Class B Common Stock
   to Class A Common Stock                                         -
---------------------------------------------------------------------

Balance at March 2, 2002                     $(16,596)      $243,954
---------------------------------------------------------------------
</TABLE>


See accompanying notes.
                                                                              35


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies

Basis of Presentation. The consolidated financial statements include the
accounts of The Finish Line, Inc. and its wholly-owned subsidiary Spike's
Holding, Inc. (collectively the "Company"). All significant intercompany
transactions and balances have been eliminated. Throughout these notes to the
financial statements, the fiscal years ended March 2, 2002, March 3, 2001 and
February 26, 2000 are referred to as 2002, 2001 and 2000, respectively.

   The Company uses a "Retail" calendar. The Company's fiscal year ends on the
Saturday closest to the last day of February and included 52 weeks in 2002, 53
weeks in 2001 and 52 weeks in 2000.

   Nature of Operations. Finish Line is a specialty retailer of men's, women's
and children's brand-name athletic, outdoor and lifestyle footwear, activewear
and accessories. The Company manages its business on the basis of one reportable
segment. Finish Line stores average approximately 6,001 square feet in size and
are primarily located in enclosed malls throughout most of the United States.

   In 2002, the Company purchased approximately 78% of its merchandise from its
five largest suppliers. The largest supplier, Nike, accounted for approximately
56%, 53% and 49% of merchandise purchases in 2002, 2001 and 2000 respectively.

Use of Estimates. Preparation of the financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Earnings Per Share. Earnings per share are calculated based on the
weighted-average number of outstanding common shares. Diluted earnings per share
are calculated based on the weighted-average number of outstanding common
shares, plus the effect of dilutive stock options. All per-share amounts, unless
otherwise noted, are presented on a diluted basis, that is, based on the
weighted-average number of outstanding common shares and the effect of all
potentially dilutive common shares (primarily unexercised stock options).

Revenue Recognition. Revenues from retail sales are recognized at the time the
customer receives the merchandise.

Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid
investments with a maturity date of three months or less when purchased.

Merchandise Inventories. Merchandise inventories are valued at the lower of
cost or market using a weighted-average cost method, which approximates the
first-in, first-out method.

Property and Equipment. Property and equipment are stated at cost. Depreciation
and amortization are generally provided using the straight-line method over the
estimated useful lives of the assets, or where applicable, the terms of the
respective leases, whichever is shorter.

Impairment of Long-Lived Assets. The Company accounts for long-lived assets in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-lived Assets to Be Disposed Of." The Company reviews long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is determined by a comparison of the carrying amount of an
asset to future undiscounted net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment recognized
is measured by comparing projected individual store discounted cash flows to the
asset carrying values.

Store Opening and Closing Costs. Store opening costs and other non-capitalized
expenditures incurred prior to opening new retail stores are expensed as
incurred. In the event a store is closed before its lease has expired, the
estimated post-closing lease obligation, less sublease rental income, is
provided for when a decision to close the store is made.

36


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

[GRAPHIC]

Deferred Rent Payments. The Company is a party to various lease agreements which
require scheduled rent increases over the noncancelable lease term. Rent expense
for such leases is recognized on a straight-line basis over the related lease
term. The difference between rent based upon scheduled monthly payments and rent
expense recognized on a straight-line basis is recorded as deferred rent
payments.

Advertising. The Company generally expenses the cost of advertising as incurred.
Advertising expense net of co-op credits for the years ended 2002, 2001 and 2000
amounted to $11,158,000, $10,203,000 and $9,203,000 respectively.

Financial Instruments. Financial instruments consist of cash and cash
equivalents, accounts receivable, marketable securities and accounts payable.
The carrying value of cash and cash equivalents, accounts receivable, and
accounts payable approximate fair value. The fair value of marketable securities
is determined on the basis of market quotes by brokers and is disclosed in Note
2.

   The Company classifies its marketable securities in one of three categories:
trading, available-for-sale, or held-to-maturity. Held-to-maturity securities
are those securities which the Company has the positive intent and ability to
hold until maturity. Marketable securities not included in trading or
held-to-maturity are classified as available-for-sale.

   Management determines the appropriate classification of marketable securities
at the time of purchase and reevaluates such designations as of each balance
sheet date. Available-for-sale securities are carried at fair value with
unrealized gains and losses recorded as a separate component of accumulated
other comprehensive income. The Company has no held-to-maturity or trading
securities at March 2, 2002 or March 3, 2001.

   At March 2, 2002 and March 3, 2001, the Company had not invested in, nor did
it have, any derivative financial instruments.

 2. Marketable Securities

The following is a summary of available-for-sale marketable securities:

<TABLE>
<CAPTION>

                                                 Gross         Gross      Estimated
                                 Amortized    Unrealized    Unrealized      Fair
(in thousands)                     Cost          Gains        Losses        Value
--------------                     ----          -----        ------        -----
<S>                              <C>          <C>           <C>           <C>

March 2, 2002
   municipal obligations          $ 3,307         $ 43        $  (7)       $ 3,343
   -------------------------------------------------------------------------------
March 3, 2001
   municipal obligations          $ 6,493         $ 46        $ (26)       $ 6,513
   -------------------------------------------------------------------------------
</TABLE>


The amortized cost and estimated fair value of marketable securities at March 2,
2002 by contractual maturity are shown below. Expected maturities may differ
from contractual maturities because the issuers of the securities may have the
right to prepay obligations without prepayment penalties.

<TABLE>
<CAPTION>

                                                                    Estimated
                                                       Amortized      Fair
(in thousands)                                           Cost         Value
-----------------------------------------------------------------------------
<S>                                                   <C>           <C>

Due in one year or less                                 $ 2,807      $ 2,825
Due after one year through two years                        500          518
-----------------------------------------------------------------------------
                                                        $ 3,307      $ 3,343
-----------------------------------------------------------------------------
</TABLE>


In January 2000, the Company sold $2,155,000 of investments that were previously
classified as held-to-maturity. The Company's decision was based on increased
borrowing costs in comparison to the rate of return on the investments. At that
time, the Company also transferred all remaining investments from
held-to-maturity to available-for-sale. The amortized cost transferred was
$14,001,000 and the net unrealized loss on these investments at the date of
transfer was $69,000.

                                                                              37


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Debt Agreement

The Company has an unsecured committed Credit Agreement (the "Facility") with a
syndicate of commercial banks in the amount of $60,000,000, which expires on
September 20, 2003. At March 2, 2002, there were no borrowings outstanding under
the Facility. Letters of credit amounting to $2,571,000 relating to purchase
commitments were outstanding at March 2, 2002.

   The Facility contains restrictive covenants which limit, among other things,
mergers, acquisitions, redemptions of common stock, and payment of dividends. In
addition, the Company must maintain a minimum leverage ratio (as defined) and
minimum consolidated tangible net worth (as defined). The Company is also
subject to a liquidity test and an annual capital expenditure limitation. The
Company was in compliance with all restrictive covenants of the debt agreement
in effect at March 2, 2002.

   The interest rate on the Facility is, at the Company's election, either a
negotiated rate approximating the federal funds effective rate plus 1.5% (this
rate is available on the first $5,000,000 of borrowings), the bank's LIBOR Rate
plus 1.0% or the bank's prime commercial lending rate. The margin percentage
added to the LIBOR Rate is subject to adjustment quarterly based on the leverage
ratio (as defined). Interest expense, which approximated interest paid, for
2002, 2001 and 2000 was $0, $26,000 and $185,000 respectively. The Company pays
a commitment fee on the unused portion of the Facility at an effective annual
rate of .25%.

4. Leases

The Company leases retail stores under noncancelable operating leases which
generally have lease terms ranging from five to ten years. Most of these lease
arrangements do not provide for renewal periods. Many of the leases contain
contingent rental provisions computed on the basis of store sales. In addition
to rent payments,these leases generally require the Company to pay real estate
taxes, insurance, maintenance, and other costs. The components of rent expense
incurred under these leases are as follows:

<TABLE>
<CAPTION>
(in thousands)             2002         2001         2000
-----------------------------------------------------------
<S>                      <C>          <C>          <C>
Base Rent                $ 53,819     $ 50,341     $ 44,211
Deferred Rent               1,000        1,257        1,014
Contingent Rent             2,088        2,299        1,628
-----------------------------------------------------------
Rent Expense             $ 56,907     $ 53,897     $ 46,853
-----------------------------------------------------------
</TABLE>


A schedule of future base rent payments by fiscal year for signed operating
leases at March 2, 2002 with initial or remaining non-cancelable terms of one
year or more is as follows:

<TABLE>
<CAPTION>
(in thousands)
------------------------------------
<S>                         <C>
2003                        $ 55,728
2004                          54,202
2005                          50,922
2006                          47,943
2007                          44,982
Thereafter                   119,629
------------------------------------
                            $373,406
------------------------------------
</TABLE>


This schedule of future base rent payments includes lease commitments for four
new stores and four remodels which were not open as of March 2, 2002.

38


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

[GRAPHIC]

5. Income Taxes

The components of income taxes are as follows:

<TABLE>
<CAPTION>
(in thousands)              2002        2001      2000
--------------------------------------------------------
<S>                       <C>         <C>        <C>
Currently payable:
   Federal               $  9,553     $ 8,342    $ 2,756
   State                      562       1,015        356
--------------------------------------------------------
                           10,115       9,357      3,112
--------------------------------------------------------
Deferred:
   Federal                    247      (6,411)     4,687
   State                       15        (777)       605
--------------------------------------------------------
                              262      (7,157)     5,292
--------------------------------------------------------
                         $ 10,377     $ 2,200    $ 8,404
--------------------------------------------------------
</TABLE>


Deferred income taxes reflect the net tax effects of temporary differences
between the amount of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                   March 2,    March 3,
(in thousands)                                       2002        2001
----------------------------------------------------------------------
<S>                                                <C>         <C>
Deferred tax assets:
   Rent accrual                                   $  3,794    $  4,225
   Property and equipment                            4,651       3,372
   Uniform capitalization                            1,268       1,132
   Vacation accrual                                    716         579
   Other                                               142         231
----------------------------------------------------------------------
Total deferred tax assets                           10,571       9,539
----------------------------------------------------------------------
Deferred tax liability - Inventory                  (5,509)     (4,198)
----------------------------------------------------------------------
Net deferred tax asset                            $  5,062    $  5,341
----------------------------------------------------------------------
</TABLE>


The effective income tax rate varies from the statutory federal income tax rate
for 2002, 2001 and 2000 due to the following:

<TABLE>
<CAPTION>
                                                   2002     2001     2000
--------------------------------------------------------------------------
<S>                                               <C>      <C>       <C>
Tax at statutory federal income tax rate          35.0 %   35.0 %    35.0 %
State income taxes, net of federal benefit         2.6 %    2.6 %     2.6 %
Tax exempt interest                               (0.4)%   (5.9)%    (4.3)%
Other                                             (1.2)%    5.3 %     1.7 %
--------------------------------------------------------------------------
                                                  36.0 %   37.0 %    35.0 %
--------------------------------------------------------------------------
</TABLE>


Payments of income taxes for 2002, 2001 and 2000 were $8,257,000, $5,678,000 and
$4,751,000 respectively.

6. Retirement Plan

The Company sponsors a defined contribution profit sharing plan which covers
substantially all employees who have completed one year of service.
Contributions to this plan are discretionary and are allocated to employees as a
percentage of each covered employee's wages. During 2001 the Company amended and
restated the plan to add a 401(k) feature whereby the Company matches 100
percent of employee contributions to the plan up to three percent of an
employee's wages. The Company's total expense for the plan in 2002, 2001 and
2000 amounted to $1,603,000, $1,036,000 and $1,626,000 respectively.

7. Stock Options

The Board of Directors has reserved 3,500,000 shares of Class A Common Stock for
issuance upon exercise of options or other awards under the option plan. Stock
options have been granted to directors, officers and other key employees.
Generally, options outstanding under the plans are exercisable at a price equal
to the fair market value on the date of grant, vest over four years and expire
ten years after the date of grant.

                                                                              39


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   The Company has elected to follow Accounting Principles Board Opinion (APB)
No 25, "Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock options. Under APB No. 25, if the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

   During February 2002, the Company awarded 105,000 options at a price equal to
$1.00 which cliff vest after four years and expire ten years after the date of
grant. Total compensation expense recognized for these option awards was $33,000
for 2002 and will approximate $402,000 in 2003.

   SFAS No. 123, "Accounting for Stock-Based Compensation," requires
presentation of pro forma information as if the Company had accounted for its
employee stock options granted subsequent to December 31, 1994, under the fair
value method. For purposes of pro forma disclosure, the estimated fair value of
the options is amortized to expense over the vesting period.

   Under the fair value method, the Company's net income and earnings per share
would have been as follows:

(in thousands)                                  2002       2001         2000
-----------------------------------------------------------------------------
Net income
   As reported                               $18,448      $3,745      $15,607
   Pro forma                                  17,177       2,190       14,154
-----------------------------------------------------------------------------
Diluted earnings per share
   As reported                               $   .75      $  .15      $   .62
   Pro forma                                     .71         .09          .58
-----------------------------------------------------------------------------

The estimated weighted-average fair value of the individual options granted
during 2002, 2001 and 2000 was $9.46, $6.35 and $4.20 respectively, on the date
of grant. The fair values for all years were determined using a Black-Scholes
option-pricing model with the following assumptions:

                                                2002        2001         2000
------------------------------------------------------------------------------
Dividend yield                                    0 %         0 %          0 %
------------------------------------------------------------------------------
Volatility                                     75.7 %      78.0 %       77.9 %
------------------------------------------------------------------------------
Risk-free interest rate                        5.14 %      6.20 %       6.58 %
------------------------------------------------------------------------------
Expected life                                 7 years     7 years      7 years
------------------------------------------------------------------------------

A reconciliation of the Company's stock option activity and related information
is as follows:

                                          Number             Weighted-Average
                                        of Options            Exercise Price
-----------------------------------------------------------------------------
February 27, 1999                        1,587,316                $ 10.81
   Granted                                 439,300                   5.52
   Exercised                               (50,751)                  3.92
   Canceled                               (166,825)                 12.73
-----------------------------------------------------------------------------
February 26, 2000                        1,809,040                 $ 9.55
   Granted                                  12,000                   8.38
   Exercised                               (34,200)                  4.24
   Canceled                                (76,105)                 10.64
-----------------------------------------------------------------------------
March 3, 2001                            1,710,735                 $ 9.59
   Granted                               1,020,450                  10.76
   Exercised                              (265,765)                  5.40
   Canceled                               (191,810)                 11.74
-----------------------------------------------------------------------------
March 2, 2002                            2,273,610                $ 10.43
-----------------------------------------------------------------------------

40


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

[GRAPHIC]

   The following table summarizes information concerning outstanding and
exercisable options at March 2, 2002:

<TABLE>
<CAPTION>

                            Weighted-
                             Average      Weighted-                  Weighted-
Range of                    Remaining      Average                    Average
Exercise       Number      Contractual     Exercise       Number     Exercise
 Prices     Outstanding       Life          Price      Exercisable     Price
 ------     -----------       ----          -----      -----------     -----
<S>         <C>            <C>            <C>          <C>           <C>
  $1-$5        317,625        5.5            3.03        212,625        4.03
 $5-$10      1,053,510        8.0            7.46        271,900        7.78
$10-$15        292,975        6.1           13.51        273,975       13.65
$15-$25        609,500        8.4           17.94        181,150       21.57
-------      ---------        ---           -----        -------       -----
</TABLE>


   Options exercisable were 946,650; 950,375 and 721,192 at fiscal year end
2002, 2001 and 2000, respectively.

 8.  Earnings Per Share

The following is a reconciliation of the numerators and denominators used in
computing earnings per share:


<TABLE>
<CAPTION>
(in thousands, except per share amounts)      2002       2001       2000
----------------------------------------      ----       ----       ----
<S>                                        <C>          <C>        <C>
Income available to
common stockholders                         $18,448     $ 3,745    $15,607
-------------------                         -------     -------    -------
Basic earnings per share:
Weighted-average number of
   common shares outstanding                 24,312      24,458     24,848
Basic earnings per share                    $   .76     $   .15    $   .63
------------------------                    -------     -------    -------
Diluted earnings per share:
Weighted-average number of
   common shares outstanding                 24,312      24,458     24,848
Stock options                                   371         205        191
-------------                               -------     -------    -------
Diluted weighted-average number
   of common shares outstanding              24,683      24,663     25,039
-------------------------------             -------     -------    -------
Diluted earnings per share                  $   .75     $   .15    $   .62
--------------------------                  -------     -------    -------
</TABLE>


 9.  Common Stock

At March 2, 2002, shares of the Company's stock outstanding consisted of Class A
and Class B Common Stock. Class A and Class B Common Stock have identical rights
with respect to dividends and liquidation preference. However, Class A and Class
B Common Stock differ with respect to voting rights, convertibility and
transferability.

   Holders of Class A Common Stock are entitled to one vote for each share held
of record, and holders of Class B Common Stock are entitled to ten votes for
each share held of record. The Class A Common Stock and the Class B Common Stock
vote together as a single class on all matters submitted to a vote of
stockholders (including the election of directors), except that, in the case of
a proposed amendment to the Company's Restated Certificate of Incorporation that
would alter the powers, preferences or special rights of either Class A Common
Stock or the Class B Common Stock, the class of Common Stock to be altered shall
vote on the amendment as a separate class. Shares of Class A and Class B Common
Stock do not have cumulative voting rights.

   While shares of Class A Common Stock are not convertible into any other
series or class of the Company's securities, each share of Class B Common Stock
is freely convertible into one share of Class A Common Stock at the option of
the Class B Stockholders.

   Shares of Class B Common Stock may not be transferred to third parties
(except for transfer to certain family members of the holders and in other
limited circumstances). All of the shares of Class B Common Stock are held by
the founding stockholders and their family members.

   The Company's Board of Directors approved a stock repurchase program in which
the Company was authorized to purchase on the open market or in privately
negotiated transactions, through December 31, 2000, up to 2,600,000 shares of
Class A Common Stock outstanding. Effective January 18, 2001, the Board of
Directors approved a new stock repurchase program. The Company is

                                                                              41


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

authorized to purchase on the open market or in privately negotiated
transactions through February 28, 2004, up to 2,500,000 shares of the Company's
Class A Common Stock outstanding. As of March 2, 2002, the Company holds as
treasury shares 2,083,665 shares of its Class A Common Stock at an average price
of $7.96 per share for an aggregate purchase amount of $16,596,000, and has
2,097,300 shares available to repurchase under the January, 2001 plan. The
treasury shares may be issued upon the exercise of employee stock options or for
other corporate purposes.

10. Repositioning and Asset Impairment Charges

In the fourth quarter of 2001, the Company approved a repositioning plan (the
"Plan"). As part of that Plan, the Company recorded pre-tax non-recurring
repositioning and asset impairment charges totaling $19,809,000 in connection
with additional inventory markdowns, lease costs and asset impairment charges
for 17 planned store closings, and asset impairment charges for 14 identified
under-performing stores.

   The most significant component of the Plan included a more aggressive
approach to reducing aged inventory by reconfiguring merchandise assortments to
place greater emphasis on better performing fresher merchandise. The additional
markdown reserve, which totaled $9,225,000, was recorded as a component of cost
of sales in 2001. During 2002 the Company completed its repositioning plan
related to aged inventory and recognized an additional $288,000 of expense
related to inventory markdowns which was recorded as a component of cost of
sales in 2001. The repositioning markdown reserve balance is zero as of March 2,
2002.

   In connection with the store closings, the Company established in 2001 a
reserve for future lease payments after store closures of $3,806,000, all of
which was included in accrued expenses at March 3, 2001. During 2002, the
accrued expense was reduced $2,437,000 which represented payments of $434,000
and a decrease in the expected future lease store closure obligation of
$2,003,000. The reserve balance at March 2, 2002 is $1,369,000. Costs will be
charged against this reserve as incurred and the reserve will be reviewed
periodically to determine its adequacy.

   The Company recorded an asset impairment charge in 2001 pursuant to the
requirements of SFAS No. 121, of $3,140,000 related to the planned store
closings. The fixed assets written off could not readily be used at other store
locations nor was there a ready market outside the Company to determine fair
value. The assets, consisting principally of fixtures and leasehold
improvements, were discarded at the time of store closing. Accordingly, the
asset impairment charge recorded represented the carrying value of the assets at
the time of approval of the repositioning plan and depreciation of these assets
was discontinued at that time. Operating results for the individual stores are
included in operations through the closing dates of the respective stores.

   In 2001 the Company also reviewed its under-performing stores for asset
impairment charges. The asset impairment test was applied to all stores with
negative contribution and cash flows. An asset impairment charge in 2001 of
$3,638,000 was calculated as the difference between the carrying amount of the
assets and each store's estimated future discounted cash flows.

42


<PAGE>


REPORT OF INDEPENDENT AUDITORS

[GRAPHIC]

THE BOARD OF DIRECTORS AND STOCKHOLDERS OF THE FINISH LINE, INC.

We have audited the accompanying consolidated balance sheets of The Finish Line,
Inc. as of March 2, 2002 and March 3, 2001, and the related consolidated
statements of income, cash flows, and changes in stockholders' equity for each
of the three years in the period ended March 2, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Finish Line,
Inc. at March 2, 2002 and March 3, 2001, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
March 2, 2002, in conformity with accounting principles generally accepted in
the United States.

                                                        (SGD) Ernst & Young, LLP

Fort Wayne, Indiana
March 21, 2002


MARKET PRICE OF COMMON STOCK

Quarter Ended              Fiscal 2002        Fiscal 2001
--------------------------------------------------------------
                          High      Low      High       Low
--------------------------------------------------------------
May                    $ 10.61    $ 5.88   $ 11.63    $ 5.50
--------------------------------------------------------------
August                   12.71      8.92      9.13      5.63
--------------------------------------------------------------
November                 13.10      8.55      9.00      6.50
--------------------------------------------------------------
February                 17.55     12.45      8.88      4.75
--------------------------------------------------------------

   The Class A Common Stock has traded on the Nasdaq National Market under the
symbol FINL since the Company became a public entity in June 1992. Since its
initial public offering in June 1992, the Company has not declared any cash
dividends and does not anticipate paying any cash dividends in the foreseeable
future. See Management's Discussion and Analysis and Note 3 of Notes to
Consolidated Financial Statements for restrictions on the Company's ability to
pay dividends.

                                                                              43


<PAGE>

SENIOR OFFICERS AND DIRECTORS


<TABLE>
<CAPTION>


                                                                                               Officer or Director
Name                    Age                        Position                                            Since
------------------------------------------------------------------------------------------------------------------
<S>                            <C>  <C>                                                             <C>
Alan H. Cohen                  55   Chairman of the Board of Directors
                                    President and Chief Executive Officer                               1976
------------------------------------------------------------------------------------------------------------------
David I. Klapper (3)           53   Senior Executive Vice President, Director                           1976
------------------------------------------------------------------------------------------------------------------
Larry J. Sablosky              53   Senior Executive Vice President, Director                           1982
------------------------------------------------------------------------------------------------------------------
Steven J. Schneider            46   Executive Vice President--COO, CFO and Asst. Secretary              1989
------------------------------------------------------------------------------------------------------------------
Glenn S. Lyon                  51   Executive Vice President--Chief Merchandising Officer               2001
------------------------------------------------------------------------------------------------------------------
Gary D. Cohen                  49   Executive Vice President--General Counsel and Secretary             1997
------------------------------------------------------------------------------------------------------------------
Donald E. Courtney             47   Executive Vice President--CIO and Distribution                      1989
------------------------------------------------------------------------------------------------------------------
George S. Sanders              44   Executive Vice President--Real Estate and Store
                                    Development                                                         1994
------------------------------------------------------------------------------------------------------------------
Michael L. Marchetti           51   Executive Vice President--Store Operations                          1995
------------------------------------------------------------------------------------------------------------------
Kevin S. Wampler               39   Senior Vice President--Chief Accounting Officer and
                                    Asst. Secretary                                                     1997
------------------------------------------------------------------------------------------------------------------
Robert A. Edwards              39   Senior Vice President--Distribution                                 1997
------------------------------------------------------------------------------------------------------------------
Kevin G. Flynn                 38   Senior Vice President--Marketing                                    1997
------------------------------------------------------------------------------------------------------------------
James B. Davis                 39   Senior Vice President--Real Estate                                  1997
------------------------------------------------------------------------------------------------------------------
Joseph L. Gravitt              42   Senior Vice President--Store Personnel                              1998
------------------------------------------------------------------------------------------------------------------
Roger C. Underwood             32   Senior Vice President--Information Systems                          2000
------------------------------------------------------------------------------------------------------------------
Jonathan K. Layne (2)(3)(4)    48   Director                                                            1992
------------------------------------------------------------------------------------------------------------------
Jeffrey H. Smulyan (1)(2)(5)   54   Director                                                            1992
------------------------------------------------------------------------------------------------------------------
Stephen Goldsmith (1)(6)       55   Director                                                            1999
------------------------------------------------------------------------------------------------------------------
Bill Kirkendall (1)(7)         48   Director                                                            2001
------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Member of the Audit Committee
(2)  Member of the Compensation and Stock Option Committee
(3)  Member of the Finance Committee
(4)  Mr. Layne is a partner in the law firm of Gibson, Dunn & Crutcher LLP
(5)  Mr. Smulyan is Chairman of the Board and President of Emmis Communications
     Corporation
(6)  Mr. Goldsmith is a partner in the law firm of Baker & Daniels LLP
(7)  Mr. Kirkendall is Chief Executive Officer and President of Orlimar Golf
     Company

44


<PAGE>

STOCKHOLDER INFORMATION                                                   [LOGO]






Transfer Agent and Registrar:
American Stock Transfer & Trust Co.
Shareholder Services
40 Wall Street
New York, NY 10005

Stock Market Information:
The Company's Class A Common Stock is traded on the NASDAQ National Market under
the symbol FINL. As of April 12, 2002, the approximate number of holders of
record of Class A Common Stock was 291. The Company believes that the number of
beneficial holders of its Class A Common Stock was in excess of 500 as of that
date. On April 12, 2002, the closing price for the Company's Class A Common
Stock, as reported by NASDAQ was $18.74.

Financial Reports:
A copy of Form 10-K, the Company's annual report to the Securities and Exchange
Commission, for the current period can be obtained without charge by writing to:

   The Finish Line, Inc.
   Attn: Chief Financial Officer
   3308 N. Mitthoeffer Road
   Indianapolis, IN 46235
   Internet Address: www.finishline.com


Certain statements contained in this Annual Report regard matters that are not
historical facts and are forward looking statements (as such term is defined in
the rules promulgated pursuant to the Securities Act of 1933, as amended).
Because such forward looking statements contain risks and uncertainties, actual
results may differ materially from those expressed in or implied by such forward
looking statements. Factors that could cause actual results to differ materially
include, but are not limited to: changing consumer preferences; the Company's
inability to successfully market its footwear, apparel, accessories and other
merchandise; price, product and other competition from other retailers
(including internet and direct manufacturer sales); the unavailability of
products; the inability to locate and obtain favorable lease terms for the
Company's stores; the loss of key employees, general economic conditions and
adverse factors impacting the retail athletic industry; management of growth,
and the other risks detailed in the Company's Securities and Exchange Commission
filings. The Company undertakes no obligation to release publicly the results of
any revisions to these forward looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

                                                                              45


<PAGE>

                                                              Finish Line
                                              3308 North Mitthoeffer Road [LOGO]
                                              Indianapolis, Indiana 46235






WWW.FINISHLINE.COM




<PAGE>


EXHIBIT 21

                      SUBSIDIARIES OF THE FINISH LINE, INC.

Subsidiary                  State of Incorporation      Percentage of Ownership
----------                  ----------------------      -----------------------

Spike's Holding, Inc.             Delaware                        100%




<PAGE>

EXHIBIT 23

[LETTERHEAD OF ERNST & YOUNG LLP]



                         Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of The Finish Line, Inc. of our report dated March 21, 2002, included in the
2002 Annual Report to Stockholders of The Finish Line, Inc.

Our audits also included the financial statement schedule of The Finish Line,
Inc. listed in Item 14(d). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-95720, 33-51392 and 333-62063) pertaining to The Finish Line,
Inc. 1992 Employee Stock Incentive Plan and the Registration Statement (Form S-8
No. 33-84590) pertaining to The Finish Line, Inc. Non-Employee Director Stock
Option Plan of our report dated March 21, 2002 with respect to the consolidated
financial statements incorporated by reference in the Annual Report (Form 10K)
for
 the year ended March 2, 2002, and our report included in the preceding
paragraph with respect to the financial statement schedule in the Annual Report
(Form 10-K) of The Finish Line, Inc.

                                        Ernst & Young LLP

Fort Wayne, Indiana
May 15, 2002