A topless Kate Upton is featured on the cover of Sports Illustrated 2013 Swimsuit edition, wearing just a polar jacket and bikini bottoms. She also looks a bit, um, nipply… “I look…Cold lol,” Upton tweeted, in reference to the Sports Illustrated photo shoot, which took place in Antarctica. “Took us 2 months to thaw out,” she said in another tweet.

The Sports Illustrated cover headline reads “Kate Upton Goes Polar Bare,” and the inside spread features the 20-year-old model in body paint and an array of bathing suits, photographed by Derek Kettela.

The model is as popular as ever, and was recently featured in the Superbowl ad for Mercedes and the campaign for Sam Edelman shoes.

Last year, Upton was also a cover model for Sports Illustrated’s Swimsuit magazine in 2012. Upton is currently dating Justing Verlander, a MLB baseball pitcher for the Detroit Tigers.

More photos of Kate Upton, Sports Illustrated 2013 covergirl, online at SI.com

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