I previously owned an '05 TL and told the dealer I'd buy a new one when they dropped the RL's engine in it. Got a call, went down and test drove the TL-S. Loved it from the beginning. The suspension with the standard tires is much more compliant but still has enough firmess for great handling. My '05's suspension used to crash over road imperfections and was stiff. I found the TL-S to be much more refined with plenty of HP/torque with little torque steer. I looked at Infiniti's M45 and at BMW's 5 series; both are overpriced compared to the features on the TL-S.
Comfort and performance in a sports sedan. Good cabin room. Long list of standard features. Very refined sports suspension that you can live with and is still fun to drive hard. Stereo. Look of TL-S.
Stonger A/C. To get cool in very hot weather, you must use the RC button. The TL-S had a defective computer in the voice control console that drained the batttery dead. Replaced.