Folding the rear seat down doesn't work for me. My wife and I use it to put stuff on all the time, e.g. jackets, extra clothing, oversized boxes, etc. I keep the rear headrests out but have to remember to put them in when I have rear seat passengers. Now that my son has moved back into the area and doesn't have a car (until his fiancee transfers down from Seattle) I may have to rethink that and keep one headrest in. We've been doing some family stuff with the three of us.
2011 SL down to 9 capacity bars