An obesogenic perinatal environment contributes to adverse offspring metabolic health. Previous studies have been limited by lack of direct adiposity measurements and failure to account for potential confounders.Examine the joint associations of maternal mid-pregnancy BMI and glycemia with direct adiposity measures in 10-14 year old offspring.International, epidemiological study: Hyperglycemia and Adverse Pregnancy Outcome (HAPO) and HAPO Follow-up Study, conducted 2000-2006 and 2013-2016, respectively.In 4,832 children, adiposity measures BMI, body fat with air displacement plethysmography, skinfold thickness, and waist circumference were obtained at mean age 11.4 years.Maternal BMI and glucose, as continuous and categorical variables, were the primary predictors. In fully adjusted models controlling for child age, sex, field center, and maternal characteristics, maternal BMI had significant, positive associations with all childhood adiposity outcomes, while maternal glycemia had significant, positive associations with childhood adiposity outcomes except BMI. In joint analyses, and compared to a non-obese, non-GDM reference group, maternal obesity and GDM were associated with higher odds [Maternal obesity OR(95% CI), GDM OR(95% CI); combined OR(95% CI)] of childhood overweight/obese BMI [3.00(2.42-3.74), 1.39(1.14-1.71), 3.55(2.49-5.05)], obese BMI [3.54(2.70-4.64), 1.73(1.29-2.30), 6.10(4.14-8.99)], percent body fat >85thile [2.15(1.68-2.75), 1.33(1.03-1.72), 3.88(2.72-5.55)], sum of skinfolds >85th%ile [2.35(1.83-3.00), 1.75(1.37-2.24), 3.66(2.55-5.27)], and waist circumference >85th%ile [2.52(1.99-3.21), 1.39(1.07-1.80), 4.18(2.93-5.96)].Mid-pregnancy maternal BMI and glycemia are independently and additively associated with direct adiposity measures in 10-14 year old children. The combination of maternal obesity and GDM is associated with the highest odds of childhood adiposity.