– GoodFellaz TV Staff

For the 2nd year in a row, the super-sexy Kate Upton graces the cover of the Sport Illustrated Swimsuit Issue, which is due to hit news-stands February 12.

Going nearly topless for the cover, the 20-year-old model was photographed aboard a cruise-ship while sailing around Antarctica for the issue, which had various models posing on all seven of the world’s continents.

Check out Kate Upton’s upcoming Sports Illustrated Cover, as well as some of her sexiest pics, courtesy of the good folks at GoodFellaz TV.

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