I am considering the TLX as well as some other vehicles. My wife drives a 2012 MDX and I previously had a 1994 Integra GSR. We also had a TSX Wagon for s short period of time but it had some issues and was traded for the MDX. I have owned several BMWs, the last one being a 2008 535i, and recently had a 2013 Outback LTD which I gave to my daughter recently. I have driven the 2.5 TLX and liked it although wasn't blown away. I have yet to drive the 3.5. I live in the South, no real need for 4wd and I put on a bunch of miles so the difference in fuel economy of the 4wd would make a difference to be (30,000 mi/yr). I am not inclined to get the 3.5 because of the "nose heavy" reviews but will drive myself. I am considering BMW 3 series, 2015 Outback as alternative. I read one review where the reviewer complained about the lack of efficacy/brightness of the LED headlights. Have any of you owners had the same issues. I belong to both the Outback and 4Runner forums and those that have tried to replace their headlights with LED's have been disappointed and went with HID or Halogens instead with much brighter more penetrating light. Thanks.