In this report, we provide an overview of the Governor’s higher education budget. We then review the segments' performance in certain key areas and assess the degree to which the segments require enrollment growth funding, base funding increases, and facilities funding. We find the segments have improved performance in some areas but additional improvement is needed. We find little to warrant additional enrollment growth at UC and CSU, and available data indicate CCC likely will not use all the growth funding provided in 2014-15. We recommend against unallocated budget increases, instead recommending that the Legislature link base increases to a cost-of-living adjustment and any additional increases to specified state priorities. We review several facility proposals and make various related recommendations, including recommending the Legislature establish state facility priorities and require the segments to submit a report describing how they plan to eliminate their maintenance backlogs.