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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|--------------------------------------------------------------------------------------|

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

|                                                               |   |                                |
|--------------------------------------------------------------------|--------|-------------------------------------|
|                                                               |   | 45-6538212                          |
|                                                               |   | 45-6538166                          |
| New York                                                           |   | 45-6538343                          |
| (State or other jurisdiction oforganization of the issuing entity) |   | (I.R.S. EmployerIdentification No.) |

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|                              |   |                                                       |         |                                |   |   |
|-----------------------------------|--------|------------------------------------------------------------|--------------|-------------------------------------|--------|--------|
| Large accelerated filer |   |  ̈                                                     |    | Accelerated filer              |   |  ̈ |
|                              |   |                                                       |         |
| Non-accelerated filer             |   | x  (Do not check if a smaller reporting company) |    | Smaller reporting company |   |  ̈ |

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|                                                           |         |                              |                |         |                 |   |                |                 |   |   |                 |         |   |                 |                |         |   |   |                |         |
|----------------------------------------------------------------|--------------|-----------------------------------|---------------------|--------------|----------------------|--------|---------------------|----------------------|--------|--------|----------------------|--------------|--------|----------------------|---------------------|--------------|--------|--------|---------------------|--------------|
| (In thousands, except per share                                |    | As of and For the Years Ended (1) |                |
| amounts, ratios and otherfinancial information)                |    | February 2,2013              |                |         | January 28,2012 |   |                | January 29,2011 |   |   | January 30,2010 |         |   | January 31,2009 |                |
| Summary of Operations(2)                                       |    |                              |                |    |                 |   |                |            |   |   |                 |    |   |                 |                |    |   |   |                |    |
| Total Net Revenue                                              |         | $                                 | 3,475,802           |         |                 | $      | 3,120,065           |                 |   | $      | 2,945,294            |         |   | $                    | 2,927,730           |         |   | $      | 2,948,679           |         |
| Comparable sales increase (decrease)(3)                        |         |                              | 9                   | %       |                 |   | 4                   | %               |   |   | (1                   | )%           |   |                 | (3                  | )%           |   |   | (7                  | )%           |
| Gross Profit                                                   |         | $                                 | 1,390,322           |         |                 | $      | 1,144,594           |                 |   | $      | 1,182,151            |         |   | $                    | 1,182,139           |         |   | $      | 1,197,186           |         |
| Gross profit as a percentage of net sales                      |         |                              | 40.0                | %       |                 |   | 36.7                | %                    |   |   | 40.1                 | %       |   |                 | 40.4                | %       |   |   | 40.6                | %       |
| Operating income                                               |         | $                                 | 394,606             |         |                 | $      | 269,335             |                 |   | $      | 339,552              |         |   | $                    | 325,713             |         |   | $      | 382,797             |         |
| Operating income as a percentage of net sales                  |         |                              | 11.4                | %       |                 |   | 8.6                 | %               |   |   | 11.5                 | %       |   |                 | 11.1                | %       |   |   | 13.0                | %       |
| Income from continuing operations                              |         | $                                 | 264,098             |         |                 | $      | 175,279             |                 |   | $      | 195,731              |         |   | $                    | 228,298             |         |   | $      | 229,984             |         |
| Income from continuing operations as a percentage of net sales |    |                              | 7.6                 | %       |                 |   | 5.6                 | %               |   |   | 6.7                  | %       |   |                 | 7.8                 | %       |   |   | 7.8                 | %       |
| Per Share Results                                              |    |                              |                |         |                 |   |                |                 |   |   |                 |         |   |                 |                |         |   |   |                |         |
| Income from continuing operations per common share-basic       |    | $                                 | 1.35                |    |                 | $      | 0.90                |            |   | $      | 0.98                 |    |   | $                    | 1.11                |    |   | $      | 1.12                |    |
| Income from continuing operations per common share-diluted     |    | $                                 | 1.32                |    |                 | $      | 0.89                |            |   | $      | 0.97                 |    |   | $                    | 1.09                |    |   | $      | 1.11                |    |
| Weighted average common shares outstanding — basic       |    |                              | 196,211             |    |                 |   | 194,445             |            |   |   | 199,979              |    |   |                 | 206,171             |    |   |   | 205,169             |    |
| Weighted average common shares outstanding — diluted     |    |                              | 200,665             |    |                 |   | 196,314             |            |   |   | 201,818              |    |   |                 | 209,512             |    |   |   | 207,582             |    |
| Cash dividends per common share                                |    | $                                 | 2.05                |    |                 | $      | 0.44                |            |   | $      | 0.93                 |    |   | $                    | 0.40                |    |   | $      | 0.40                |    |
| Balance Sheet Information                                      |    |                              |                |         |                 |   |                |                 |   |   |                 |         |   |                 |                |         |   |   |                |         |
| Total cash and short-term investments                          |    | $                                 | 630,992             |    |                 | $      | 745,044             |            |   | $      | 734,695              |    |   | $                    | 698,635             |    |   | $      | 483,853             |    |
| Long-term investments                                          |    | $                                 | —   |    |                 | $      | 847                 |            |   | $      | 5,915                |    |   | $                    | 197,773             |    |   | $      | 251,007             |    |
| Total assets                                                   |    | $                                 | 1,756,053           |    |                 | $      | 1,950,802           |            |   | $      | 1,879,998            |    |   | $                    | 2,138,148           |    |   | $      | 1,963,676           |    |
| Short-term debt                                                |    | $                                 | —   |    |                 | $      | —   |            |   | $      | —    |    |   | $                    | 30,000              |    |   | $      | 75,000              |    |
| Long-term debt                                                 |    | $                                 | —   |    |                 | $      | —   |            |   | $      | —    |    |   | $                    | —   |    |   | $      | —   |    |
| Stockholders’ equity                                     |    | $                                 | 1,221,187           |    |                 | $      | 1,416,851           |            |   | $      | 1,351,071            |    |   | $                    | 1,578,517           |    |   | $      | 1,409,031           |    |
| Working capital                                                |    | $                                 | 705,898             |    |                 | $      | 882,087             |            |   | $      | 786,573              |    |   | $                    | 758,075             |    |   | $      | 523,596             |    |
| Current ratio                                                  |    |                              | 2.62                |    |                 |   | 3.18                |            |   |   | 3.03                 |    |   |                 | 2.85                |    |   |   | 2.30                |    |
| Average return on stockholders’ equity                   |    |                              | 17.6                | %       |                 |   | 11.0                | %               |   |   | 9.6                  | %       |   |                 | 11.3                | %       |   |   | 13.0                | %       |
| Other Financial Information(2)                                 |    |                              |                |         |                 |   |                |                 |   |   |                 |         |   |                 |                |         |   |   |                |         |
| Total stores at year-end                                       |    |                              | 1,044               |    |                 |   | 1,069               |            |   |   | 1,077                |    |   |                 | 1,075               |    |   |   | 1,070               |    |
| Capital expenditures                                           |    | $                                 | 93,939              |    |                 | $      | 89,466              |            |   | $      | 75,904               |    |   | $                    | 126,598             |    |   | $      | 243,564             |    |
| Net sales per average selling square foot(4)                   |    | $                                 | 602                 |    |                 | $      | 547                 |            |   | $      | 526                  |    |   | $                    | 526                 |    |   | $      | 563                 |    |
| Total selling square feet at end of period                     |    |                              | 4,962,923           |    |                 |   | 5,028,493           |            |   |   | 5,026,144            |    |   |                 | 4,981,595           |    |   |   | 4,920,285           |    |
| Net sales per average gross square foot(4)                     |    | $                                 | 489                 |    |                 | $      | 438                 |            |   | $      | 422                  |    |   | $                    | 422                 |    |   | $      | 452                 |    |
| Total gross square feet at end of period                       |    |                              | 6,023,278           |    |                 |   | 6,290,284           |            |   |   | 6,288,425            |    |   |                 | 6,215,355           |    |   |   | 6,139,663           |    |
| Number of employees at end of period                           |    |                              | 44,000              |    |                 |   | 39,600              |            |   |   | 39,900               |    |   |                 | 38,800              |    |   |   | 36,900              |    |

| (1) | All fiscal years presented include 52 weeks. |
|-----|----------------------------------------------|

| (2) | All amounts presented are from continuing operations and exclude MARTIN+OSA’s results of operations for all periods. Refer to Note 15 to the accompanying Consolidated Financial Statements for additional information regarding the discontinued operations of MARTIN+OSA. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | The comparable store sales increase for the period ended February 2, 2008 is compared to the corresponding 52 week period in Fiscal 2006. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Net sales per average square foot is calculated using retail store sales for the year divided by the straight average of the beginning and ending square footage for the year. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| (a) | List the following documents filed as a part of the report: |
|-----|-------------------------------------------------------------|

|   | (1) | Not Applicable |
|--------|-----|----------------|

|   | (2) | Not Applicable |
|--------|-----|----------------|

|   | (3) | Exhibits listed below are either included or incorporated by reference as indicated below: |
|--------|-----|--------------------------------------------------------------------------------------------|

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| Exhibit Number |         | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------------------|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4                   |         | Pooling and Servicing Agreement, dated as of October 1, 2011, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Pentalpha Surveillance, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank National Trust Company, as trustee (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). |
|                |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.1                |         | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein).                                                                                                                                                     |
|                |         |
| 10.2                |    | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Citigroup Global Markets Realty Corp. and GS Mortgage Securities Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein).                                                                                                                                       |
|                |         |
| 31                  |    | Rule 13a-14(d)/15d-14(d) Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                |         |
| 33.1                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                |         |
| 33.2                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Torchlight Loan Services, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                |         |
| 33.3                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance, LLC, as operating advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                |         |
| 33.4                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                |         |
| 33.5                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                |         |
| 33.6                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, CoreLogic Commercial Real Estate Services, Inc., as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                |         |
| 33.7                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, National Tax Search, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                |         |
| 34.1                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                |         |
| 34.2                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Torchlight Loan Services, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                |         |
| 34.3                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Pentalpha Surveillance, LLC, as operating advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                |         |
| 34.4                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Citibank, N.A., as certificate administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                |         |
| 34.5                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, U.S. Bank National Association, as custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                |         |
| 34.6                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, CoreLogic Commercial Real Estate Services, Inc., as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                |         |
| 34.7                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, National Tax Search, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                |         |
| 35.1                |    | Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                |         |
| 35.2                |    | Servicer compliance statement, Torchlight Loan Services, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                |         |
| 35.3                |    | Servicer compliance statement, Citibank, N.A., as certificate administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

| (b) | The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Not Applicable |
|-----|----------------|

|                                                                                                  |
|-------------------------------------------------------------------------------------------------------|
| GS Mortgage Securities Corporation II                                                                 |
| (Depositor)                                                                                           |
|                                                                                                  |
| /s/ J. Theodore Borter                                                                                |
| J. Theodore Borter, President                                                                         |
| (Senior Officer in Charge of Securitization of the Depositor) |

----

|                |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------------|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit Number |    | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                |         |
| 4                   |    | Pooling and Servicing Agreement, dated as of October 1, 2011, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Pentalpha Surveillance, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank National Trust Company, as trustee (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein). |
|                |         |
| 10.1                |    | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein).                                                                                                                                                     |
|                |         |
| 10.2                |    | Mortgage Loan Purchase Agreement, dated as of October 1, 2011, between Citigroup Global Markets Realty Corp. and GS Mortgage Securities Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated October 11, 2011, and filed by the registrant on October 11, 2011, and is incorporated by reference herein).                                                                                                                                       |
|                |         |
| 31                  |    | Rule 13a-14(d)/15d-14(d) Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                |         |
| 33.1                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                |         |
| 33.2                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Torchlight Loan Services, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                |         |
| 33.3                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Pentalpha Surveillance, LLC, as operating advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                |         |
| 33.4                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, Citibank, N.A., as certificate administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                |         |
| 33.5                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                |         |
| 33.6                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, CoreLogic Commercial Real Estate Services, Inc., as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                |         |
| 33.7                |    | Report on assessment of compliance with servicing criteria for asset-backed securities, National Tax Search, LLC, as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                |         |
| 34.1                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Wells Fargo Bank, National Association, as master servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                |         |
| 34.2                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Torchlight Loan Services, LLC, as special servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                |         |
| 34.3                |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Pentalpha Surveillance, LLC, as operating advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

|   |         |                                                                                                                                                                                |
|--------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |         |
| 34.4   |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, Citibank, N.A., as certificate administrator                                       |
|   |         |
| 34.5   |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, U.S. Bank National Association, as custodian                                       |
|   |         |
| 34.6   |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, CoreLogic Commercial Real Estate Services, Inc., as servicing function participant |
|   |         |
| 34.7   |    | Attestation report on assessment of compliance with servicing criteria for asset-backed issuers, National Tax Search, LLC, as servicing function participant                        |
|   |         |
| 35.1   |    | Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer                                                                                           |
|   |         |
| 35.2   |    | Servicer compliance statement, Torchlight Loan Services, LLC, as special servicer                                                                                                   |
|   |         |
| 35.3   |    | Servicer compliance statement, Citibank, N.A., as certificate administrator                                                                                                         |

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