UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)



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

For the fiscal year ended December 31, 2018

or



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

For the transition period from to

Commission file number of the issuing entity: 333-171508-01

Central Index Key Number of the issuing
entity: 0001530219





GS Mortgage Securities Trust 2011-GC5

(exact name of the issuing entity as specified in its charter)

Central Index Key Number of the depositor: 0001004158

GS Mortgage Securities Corporation II

(exact name of the depositor as specified in its charter)

Central Index Key Number of the sponsor: 0001541502

Goldman Sachs Mortgage Company

(exact name of the sponsor as specified in its charter)

Central Index Key Number of the sponsor: 0001541001

Citigroup Global Markets Realty Corp.

(exact name of the sponsor as specified in its charter)







|                                                                                              |  |                                                                          
|--------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------
|New York
(State or other jurisdiction
of incorporation or
organization of the issuing entity) |  | 45-6538212
45-6538166
45-6538343
(I.R.S. Employer
Identification Numbers)

c/o Citibank, N.A.

as Certificate Administrator

388 Greenwich Street, 14th Floor

New York, NY

(Address of
principal executive offices of the issuing entity)

10013

(Zip Code)

Registrants telephone number, including area code:

(212) 902-1000

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐  Yes    ☒  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐  Yes    ☒  No



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).

Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of
this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☒  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐
|                        |  |                                                  | 
|                        |  |                                                  |  | Emerging growth company   |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
☐  Yes    ☒  No

State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐  Yes    ☐  No

Not applicable.

Indicate the number of shares
outstanding of each of the registrants classes of common stock, as of the latest practicable date.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1980).

Not applicable.











2



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EXPLANATORY NOTES

Deutsche Bank Trust Company Americas (as successor to Deutsche Bank National Trust Company) acts as trustee of the mortgage loans serviced under the Pooling
and Servicing Agreement. Pursuant to the Pooling and Servicing Agreement, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding
advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting
period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing
function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria and accountants
attestation report for the subject transaction. As a result, this Annual Report on Form 10-K does not include an assessment of compliance with applicable servicing criteria of the trustee. One or more
other servicers of the mortgage loans serviced under the Pooling and Servicing Agreement have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-K includes an assessment of compliance with applicable servicing criteria and an
accountants attestation report from U.S. Bank, National Association. This entity was engaged by the certificate administrator under the Pooling and Servicing Agreement to perform certain custodial services. These custodial services are
servicing functions included within the servicing criteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB. Therefore, under the principles-based definition of servicer set forth in Item 1101(j) or Regulation AB
that looks to the functions that an entity performs, this vendor is a servicer for the purposes of Item 1122 of Regulation AB. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-K includes assessments of compliance with applicable servicing criteria and
accountants attestation reports from CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC. These entities were engaged by the master servicer under the Pooling and Servicing Agreement to remit tax payments received
from the escrow accounts of borrowers to local taxing authorities, to report tax amounts due, to verify tax parcel information, and to verify non-escrow tax payments. These servicing functions are included
within the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of servicer set forth in Item 1101(j) of Regulation AB that looks to the
functions that an entity performs, these vendors are servicers for the purposes of Item 1122 of Regulation AB.See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

PART I



|Item 1. | Business.
|------- | ---------

Omitted.



|Item 1A. | Risk Factors.
|-------- | -------------

Omitted.



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

None.



|Item 2. | Properties.
|------- | -----------

Omitted.



|Item 3. | Legal Proceedings.
|------- | ------------------

Omitted.



|Item 4. | Mine Safety Disclosures.
|------- | ------------------------

Not applicable.

PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
|------- | -------------------------------------------------------------------------------------------------------------

Omitted.



3



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|Item 6. | Selected Financial Data.
|------- | ------------------------

Omitted.



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Omitted.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Omitted.



|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------

Omitted.



|Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------

Omitted.



|Item 9A. | Controls and Procedures.
|-------- | ------------------------

Omitted.



|Item 9B. | Other Information.
|-------- | ------------------

None.

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------

Omitted.



|Item 11. | Executive Compensation.
|-------- | -----------------------

Omitted.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------

Omitted.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------

Omitted.



|Item 14. | Principal Accounting Fees and Services.
|-------- | ---------------------------------------

Omitted.

ADDITIONAL DISCLOSURE ITEMS FOR
REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

The Park Place Mall Mortgage Loan (Control Number 1 on Annex A of the prospectus supplement of the registrant relating to the issuing entity filed on
October 11, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. In accordance with Item 1112(b) of Regulation AB, the most recent
unaudited net operating income of the significant obligor was $20,584,986 for the twelvemonth period ended December 31, 2018.



4



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The 1551 Broadway Mortgage Loan (Control Number 2 on Annex A of the prospectus supplement of the registrant
relating to the issuing entity filed on October 11, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. In accordance with Item
1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $19,255,333 for the twelvemonth period ended December 31, 2018.

American Eagle Outfitters, Inc., the guarantor of the lease of the sole tenant at the mortgaged property that secures the 1551 Broadway Mortgage Loan (Control
Number 2 on Annex A to the prospectus supplement of the registrant relating to the issuing entity filed on October 11, 2011 pursuant to Rule 424(b)(5)), constitutes a significant obligor within the meaning of Item 1101(k)(1) of Regulation
AB. Set forth in the table below is the information required under Item 1112(b) of Regulation AB with respect to such significant obligor which was previously reported on such significant obligors Form
10-K filed on March 14, 2019, Accession Number 0001564590-19-007828 (the Significant Obligor Filing):



|                                                                                   |  |                         |           |   |                 |   |           |                 |  |   |                 |   |  |                 |           |   |  |   |           |   
|---------------------------------------------------------------------------------- |  | ----------------------- | --------- | - | --------------- | - | --------- | --------------- |  | - | --------------- | - |  | --------------- | --------- | - |  | - | --------- | --
|                                                                                   |  | For the Years Ended (1) |          
|(In thousands, except per shareamounts,
ratios and othernon-financial information) |  | February 2,2019         |           |   | February 3,2018 |   |           | January 28,2017 |  |   | January 30,2016 |   |  | January 31,2015 |          
|Summary of Operations                                                              |  |                         |           |   |                 |   |           |                 |  |   |                 |   |  |                 |           |   |  |   |           |   
|Total net revenue                                                                  |  | $                       | 4,035,720 |   |                 | $ | 3,795,549 |                 |  | $ | 3,609,865       |   |  | $               | 3,521,848 |   |  | $ | 3,282,867 |   
|Comparable sales increase (decrease) (2)                                           |  |                         | 8         | % |                 |   | 4         | %               |  |   | 3               | % |  |                 | 7         | % |  |   | (5        | )%
|Gross profit                                                                       |  | $                       | 1,487,638 |   |                 | $ | 1,370,505 |                 |  | $ | 1,366,927       |   |  | $               | 1,302,734 |   |  | $ | 1,154,674 |   
|Gross profit as a percentage of net sales                                          |  |                         | 36.9      | % |                 |   | 36.1      | %               |  |   | 37.9            | % |  |                 | 37.0      | % |  |   | 35.2      | % 
|Operating income                                                                   |  | $                       | 337,129   |   |                 | $ | 302,788   |                 |  | $ | 331,476         |   |  | $               | 319,878   |   |  | $ | 155,765   |   
|Operating income as a percentage of net sales                                      |  |                         | 8.4       | % |                 |   | 8.0       | %               |  |   | 9.2             | % |  |                 | 9.1       | % |  |   | 4.7       | % 
|Income from continuing operations                                                  |  | $                       | 261,902   |   |                 | $ | 204,163   |                 |  | $ | 212,449         |   |  | $               | 213,291   |   |  | $ | 88,787    |   
|Income from continuing operations as a percentage of net sales                     |  |                         | 6.5       | % |                 |   | 5.4       | %               |  |   | 5.9             | % |  |                 | 6.1       | % |  |   | 2.6       | % 
|                                                                                   |  |                         |           |   |                
|Per Share Results                                                                  |  |                         |           |   |                 |   |           |                 |  |   |                 |   |  |                 |           |   |  |   |           |   
|Income from continuing operations per common share-basic                           |  | $                       | 1.48      |   |                 | $ | 1.15      |                 |  | $ | 1.17            |   |  | $               | 1.10      |   |  | $ | 0.46      |   
|Income from continuing operations per common share-diluted                         |  | $                       | 1.47      |   |                 | $ | 1.13      |                 |  | $ | 1.16            |   |  | $               | 1.09      |   |  | $ | 0.46      |   
|Weighted average common shares outstanding  basic                                 |  |                         | 176,476   |   |                 |   | 177,938   |                 |  |   | 181,429         |   |  |                 | 194,351   |   |  |   | 194,437   |   
|Weighted average common shares outstanding  diluted                               |  |                         | 178,035   |   |                 |   | 180,156   |                 |  |   | 183,835         |   |  |                 | 196,237   |   |  |   | 195,135   |   
|Cash dividends per common share                                                    |  | $                       | 0.55      |   |                 | $ | 0.50      |                 |  | $ | 0.50            |   |  | $               | 0.50      |   |  | $ | 0.50      |   
|                                                                                   |  |                         |           |   |                
|Balance Sheet Information                                                          |  |                         |           |   |                 |   |           |                 |  |   |                 |   |  |                 |           |   |  |   |           |   
|Total cash and short-term investments                                              |  | $                       | 425,465   |   |                 | $ | 413,613   |                 |  | $ | 378,613         |   |  | $               | 260,067   |   |  | $ | 410,697   |   
|Total assets                                                                       |  | $                       | 1,903,378 |   |                 | $ | 1,816,313 |                 |  | $ | 1,782,660       |   |  | $               | 1,612,246 |   |  | $ | 1,696,908 |   
|Stockholders equity                                                               |  | $                       | 1,287,555 |   |                 | $ | 1,246,791 |                 |  | $ | 1,204,569       |   |  | $               | 1,051,376 |   |  | $ | 1,139,746 |   
|Working capital                                                                    |  | $                       | 503,608   |   |                 | $ | 483,309   |                 |  | $ | 407,446         |   |  | $               | 259,693   |   |  | $ | 368,947   |   
|Current ratio                                                                      |  |                         | 1.93      |   |                 |   | 2.00      |                 |  |   | 1.83            |   |  |                 | 1.56      |   |  |   | 1.80      |   
|Average return on stockholders equity (4)                                         |  |                         | 20.7      | % |                 |   | 16.7      | %               |  |   | 18.8            | % |  |                 | 19.9      | % |  |   | 7.0       | % 
|                                                                                   |  |                         |           |   |                
|Other Financial Information                                                        |  |                         |           |   |                 |   |           |                 |  |   |                 |   |  |                 |           |   |  |   |           |   
|Total stores at year-end                                                           |  |                         | 1,055     |   |                 |   | 1,047     |                 |  |   | 1,050           |   |  |                 | 1,047     |   |  |   | 1,056     |   
|Capital expenditures                                                               |  | $                       | 189,021   |   |                 | $ | 169,469   |                 |  | $ | 161,494         |   |  | $               | 153,256   |   |  | $ | 245,002   |   
|Total net revenue per average selling square foot (3)                              |  | $                       | 543       |   |                 | $ | 514       |                 |  | $ | 534             |   |  | $               | 545       |   |  | $ | 525       |   
|Total selling square feet at end of period                                         |  |                         | 5,331,773 |   |                 |   | 5,278,554 |                 |  |   | 5,311,659       |   |  |                 | 5,285,025 |   |  |   | 5,294,744 |   
|Total net revenue per average gross square foot (3)                                |  | $                       | 436       |   |                 | $ | 412       |                 |  | $ | 428             |   |  | $               | 436       |   |  | $ | 420       |   
|Total gross square feet at end of period                                           |  |                         | 6,647,302 |   |                 |   | 6,580,812 |                 |  |   | 6,619,267       |   |  |                 | 6,601,112 |   |  |   | 6,613,100 |   
|Number of employees at end of period                                               |  |                         | 45,000    |   |                 |   | 40,700    |                 |  |   | 38,700          |   |  |                 | 37,800    |   |  |   | 38,000    |   



|(1) | Except for the fiscal year ended February 3, 2018, which includes 53 weeks, all fiscal years
presented include 52 weeks.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(2) | The comparable sales increase for Fiscal 2018 ended February 2, 2019 is compared to the corresponding 52-week
period in Fiscal 2017. The comparable sales increase for Fiscal 2017 ended February 3, 2018 is compared to the corresponding 53-week period in Fiscal 2016. Additionally, comparable sales for all periods include AEO Direct sales.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Total net revenue 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Average return on stockholders equity is calculated by using the annual reported net income divided by
the straight average of the beginning and ending stockholders equity balances from the consolidated balance sheets.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.

No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described
under Item 1114(a) of Regulation AB.

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under
Item 1115 of Regulation AB.

Item 1117 of Regulation AB, Legal Proceedings.

The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to
the duties of those respective parties, and the following, with respect to Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A., as certificate administrator and U.S. Bank National Association, as custodian:

Deutsche Bank Trust Company Americas (DBTCA) and Deutsche Bank National Trust Company (DBNTC) have been sued by
investors in civil litigation concerning their role as trustees of certain RMBS trusts.

On June 18, 2014, a group of investors, including funds managed
by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to
enforce breaches of representations and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed
the case from New York State Supreme Court and refiled two separate cases, one in the U.S. District Court for the Southern District of New York (the BlackRock SDNY Case) and the other in the Superior Court of California, Orange
County (the BlackRock California Case). Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018 and the BlackRock California Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S.
District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names
DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs third amended complaint brings claims for violation of the U.S. Trust
Indenture Act of 1939 (TIA); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of New Yorks Streit Act; and breach of the covenant of good faith. However, in the third amended
complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain
theories of plaintiffs breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of hundreds of millions of dollars. On November 13, 2017, DBNTC and DBTCA filed
an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (see description of Commerzbank case below), filed a motion for
partial summary judgment.



5



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On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG
(Commerzbank) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank
filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbanks second amended complaint
brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before
DBTCA was added to the case, the court dismissed Commerzbanks TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only
includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer hundreds of millions of dollars in losses, but the complaint does not include a demand for
money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the
Phoenix Light plaintiffs, filed a motion for partial summary judgment.

On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche
Industriebank A.G. (collectively, IKB), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts. On May 27,
2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section
9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to
dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as to seven trusts. As of March 1, 2019, DBNTC and DBTCAs motion to dismiss has been briefed and is awaiting decision by the court.

It is DBTCAs belief that it has no pending legal proceedings (including, based on DBTCAs present evaluation, the litigation disclosed in the
foregoing paragraphs) that would materially affect its ability to perform its duties under the related servicing agreement for this transaction.

In the
ordinary course of business, Citibank, N.A. (Citibank) is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions. Certain of these Citibank as trustee-related
matters are disclosed herein.

On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of New York by a group of
investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the Trust Indenture Act of 1939 (the Trust Indenture Act), breach of contract,
breach of fiduciary duty and negligence based on Citibanks alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of
similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of New York asserting
similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs original state court action. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of
the claims to proceed as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts. On April 7, 2017, Citibank filed a motion for summary judgment. Plaintiffs filed its consolidated
opposition brief and cross motion for partial summary judgment on May 22, 2017. Briefing on those motions was completed on August 4, 2017. On March 22, 2018, the court granted Citibanks motion for summary judgment in its entirety, denied
Plaintiffs motion for summary judgment and ordered the clerk to close the case. On April 20, 2018, plaintiffs filed a notice of appeal. Plaintiffs opening brief was filed on August 3, 2018. Citibank filed its opposition on November 2,
2018. Plaintiffs filed their reply on November 16, 2018.

On November 24, 2015, the same investors that brought the federal case brought a new civil
action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previously dismissed in the federal action, and one additional
trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New Yorks Streit Act (the Streit Act). Following oral argument on
Citibanks motion to dismiss, Plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing the Event of Default claims, mortgage-file-related claims, the fiduciary duty claims, and the
conflict of interest claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claim related to robo-signing, and the implied covenant of good faith
claim. Citibank appealed the lower courts decision, and on January 16, 2018, the Appellate Division, First Department, dismissed the claims related to robo-signing and the implied covenant of good faith, but allowed plaintiffs claim
alleging discovery of breaches of representations and warranties to proceed.

On August 19, 2015, the Federal Deposit Insurance Corporation
(FDIC) as Receiver for a failed financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee.
FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also been



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sued by FDIC in their capacity as trustee, and these cases have all been consolidated in front of Judge Carter. On September 30, 2016, the Court granted the motion to dismiss without prejudice
for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the Courts dismissal order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his
dismissal of the action. He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9, 2017. The FDIC subsequently requested an extension of time to file its amended complaint, which was granted. The
FDIC filed its amended complaint on December 8, 2017. Defendants jointly filed a motion to dismiss the amended complaint on March 13, 2018. On April 18, 2018, plaintiff filed its opposition. Defendants filed their joint reply on May 3, 2018.

There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies
liability and continues to vigorously defend against these litigations. Furthermore, neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibanks ability to perform its
duties under the related servicing agreement for this CMBS transaction.

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have
filed claims against U.S. Bank National Association (U.S. Bank), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (RMBS) trusts. The
plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused
losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustees purported failure to enforce repurchase obligations of mortgage
loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing
standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.

Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as
described above. Previously, U.S. Bank disclosed that the most substantial case was: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to
approximately 770 trusts) and its companion case BlackRock Core Bond Portfolio et al v. U.S Bank National Association, No. 14-cv-9401 (S.D.N.Y.) (collectively, the BlackRock cases). U.S. Bank has entered into a settlement
agreement that will resolve the BlackRock cases following approval of the dismissals by the applicable court. Some of the trusts implicated in the aforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate
groups of plaintiffs related to no more than 100 trusts per case.

U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible
impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in. good faith, that its actions were not the cause of losses to investors
and that it has meritorious defenses, and it intends to contest the plaintiffs claims vigorously.

Item 1119 of Regulation AB, Affiliations
and Certain Relationships and Related Transactions.

The information regarding this Item has been previously provided in a prospectus supplement of the
Registrant relating to the issuing entity filed on October 11, 2011 pursuant to Rule 424(b)(5).

Item 1122 of Regulation AB, Compliance with
Applicable Servicing Criteria.

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related
attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the Pooling and Servicing
Agreement incorporated by reference as Exhibit 4 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached as Exhibits to this Annual Report on Form 10-K.

PART IV

Item 15. Exhibits,
Financial Statement Schedules



|(a) | The following is a list of documents filed as part of this Annual Report on Form
10-K:
|--- | --------------------------------------------------------------------------------------



| | (1) | Not applicable
| | --- | --------------



| | (2) | Not applicable
| | --- | --------------



| | (3) | See below
| | --- | ---------



|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 filed on
October 11, 2011 under Commission File No. 333-171508-01 and incorporated by reference herein).
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|10.1 | Mortgage Loan Purchase
 Agreement, dated as of October 1, 2011, between GS Mortgage Securities Corporation II and Goldman Sachs Mortgage Company (filed as Exhibit 10.1 to the registrants Current Report on Form 8-K filed
on October 11, 2011 under Commission File No. 333-171508-01 and incorporated by reference herein).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.2 | Mortgage Loan Purchase
 Agreement, dated as of October 1, 2011, between GS Mortgage Securities Corporation II and Citigroup Global Markets Realty Corp. (filed as Exhibit 10.2 to the registrants Current Report on Form 8-K
filed on October 11, 2011 under Commission File No. 333-171508-01 and incorporated by reference herein).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31 | Rule 13a-14(d)/15d-14(d) Certifications.
|-- | ----------------------------------------



|33 | Reports on assessment of compliance with servicing criteria for asset-backed securities.
|-- | ----------------------------------------------------------------------------------------



|33.1 | Wells Fargo Bank, National Association, as Master Servicer
|---- | ----------------------------------------------------------



|33.2 | LNR Partners, LLC, as Special Servicer
|---- | --------------------------------------



|33.3 | Deutsche Bank Trust Company Americas, as Trustee (Omitted. See Explanatory Notes.)
|---- | ----------------------------------------------------------------------------------



|33.4 | Citibank, N.A., as Certificate Administrator
|---- | --------------------------------------------



|33.5 | U.S. Bank National Association, as Custodian
|---- | --------------------------------------------



|33.6 | Pentalpha Surveillance LLC, as Operating Advisor
|---- | ------------------------------------------------



|33.7 | CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
|---- | ----------------------------------------------------------------------------------



|33.8 | National Tax Search, LLC, as Servicing Function Participant
|---- | -----------------------------------------------------------



|34 | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
|-- | ----------------------------------------------------------------------------------------------------



|34.1 | Wells Fargo Bank, National Association, as Master Servicer
|---- | ----------------------------------------------------------



|34.2 | LNR Partners, LLC, as Special Servicer
|---- | --------------------------------------



|34.3 | Deutsche Bank Trust Company Americas, as Trustee (Omitted. See Explanatory Notes.)
|---- | ----------------------------------------------------------------------------------



|34.4 | Citibank, N.A., as Certificate Administrator
|---- | --------------------------------------------



|34.5 | U.S. Bank National Association, as Custodian
|---- | --------------------------------------------



|34.6 | Pentalpha Surveillance LLC, as Operating Advisor
|---- | ------------------------------------------------



|34.7 | CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
|---- | ----------------------------------------------------------------------------------



|34.8 | National Tax Search, LLC, as Servicing Function Participant
|---- | -----------------------------------------------------------



|35 | Servicer compliance statements.
|-- | -------------------------------



|35.1 | Wells Fargo Bank, National Association, as Master Servicer
|---- | ----------------------------------------------------------



|35.2 | LNR Partners, LLC, as Special Servicer
|---- | --------------------------------------



|35.3 | Citibank, N.A., as Certificate Administrator
|---- | --------------------------------------------



|(b) | The exhibits required to be filed by the 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.
|--- | ---------------



8



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|                                                             
|-------------------------------------------------------------
|GS Mortgage Securities Corporation II                        
|(Depositor)                                                  
|                                                             
|/s/ Leah Nivison                                             
|Leah Nivison, Chief Executive Officer                        
|(senior officer in charge of securitization of the depositor)

Date: March 25, 2019



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