As you can see, the rear seats are nearly identical to the 35's. So, for the $11,400 premium you get 37" tires, different wheels, ONLY 2 Recaro front seats and different shocks (may be slightly better, may not be noticeable) and that is it. If you are like me and want different wheels and maybe tires, it becomes less appealing. I now see why Ford made the 35' wheels so hideous, to lure people to pay a hidden ADM.