The Baylor Bears, winning their last three games, are among the best in the country, averaging 578.8 yards per game (first), averaging 353.3 yards passing (third), and averaging 44.1 points per game (fifth). They defeated then-No. 1 ranked Kansas State Wildcats 52–24 on November 17. Its Quarterback Nick Florence has passed for 4,121 yards for 31 touchdowns this season, and rushed for a gain of 531 yards and nine touchdowns.
 Baylor is rated 117th in the country in scoring defense, allowing 62 touchdowns, 8 field goals for 458 points.
For the third time this season, the UCLA Bruins will be playing against a team that has defeated a No. 1 ranked team in the country. They lost the last two games to the Stanford Cardinal who defeated the then No. 1 rated Oregon Ducks on November 17.
The Bruins are led by quarterback Brett Hundley and senior running back Johnathan Franklin. Franklin, the school's all-time leading rusher, has carried the ball 268 times for 1,700 yards and 13 touchdowns. He also has 32 receptions for 319 yards. Hundley has completed 292 passes for 3411 yards and for 26 touchdowns. Additionally, he has run for 365 yards for nine touchdowns.
Defensively, UCLA is led by Eric Kendricks and Anthony Barr. Kendricks is fifth in the nation with 137 tackles and has 10 or more tackles in eight games this season. Barr leads the nation with 13.5 sacks and has 20.5 total tackles for loss. He is credited with four forced fumbles and two blocked kicks.