UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*

                                  Carters, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    146229109
                                 (CUSIP Number)

                                December 31, 2006
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [X]  Rule 13d-1(b)

     [ ]  Rule 13d-1(c)

     [ ]  Rule 13d-1(d)

*    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                                  SCHEDULE 13G

CUSIP No. 146229109

- --------------------------------------------------------------------------------
1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons
     (entities only).

     AMVESCAP PLC
     AIM Advisors, Inc.
     AIM Capital Management, Inc.
     Invesco Private Capital, Inc.
     PowerShares Capital Management LLC

- --------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (see Instructions)

                                                                         (a) [ ]
                                                                         (b) [ ]

- --------------------------------------------------------------------------------
3.   SEC Use Only _______________________________________________

- --------------------------------------------------------------------------------
4.   Citizenship or Place of Organization

     AMVESCAP PLC: England
     AIM Advisors, Inc.: United States
     AIM Capital Management, Inc.: United States
     Invesco Private Capital, Inc.: United States of America
     PowerShares Capital Management LLC: United States of America

- --------------------------------------------------------------------------------
                     5.   Sole Voting Power 5,985,503: Such shares are held by
                          the following entities in the respective amounts
                          listed:

                          AIM Advisors, Inc. 5,535,942;
                          AIM Capital Management, Inc. 355,447;
                          Invesco Private Capital, Inc. 30,436;
                          PowerShares Capital Management, LLC 63,678

                     -----------------------------------------------------------
                     6.   Shared Voting Power

 Number of Shares         -0-
Beneficially Owned
 by Each Reporting   -----------------------------------------------------------
    Person With      7.   Sole Dispositive Power 5,985,503: Such shares are held
                          by the following entities in the respective amounts
                          listed:

                          AIM Advisors, Inc. 5,535,942;
                          AIM Capital Management, Inc. 355,447;
                          Invesco Private Capital, Inc. 30,436;
                          PowerShares Capital Management, LLC 63,678

                     -----------------------------------------------------------
                     8.   Shared Dispositive Power

                          -0-

- --------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person

                                                                       5,985,503

- --------------------------------------------------------------------------------

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

                                                                             N/A

- --------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)

                                                                          10.16%

- --------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions) IA, HC. See Items 2 and 3 of
     this statement.

- --------------------------------------------------------------------------------



                                  SCHEDULE 13G

Item 1(a)           Name of Issuer:
                    Carter's, Inc.

Item 1(b)           Address of Issuer's Principal Executive Offices:
                    1170 Peachtree Street NE
                    Suite 900
                    Atlanta, GA 30309

Item 2(a)           Name of Person Filing:
                    AMVESCAP PLC

                    In accordance with Securities and Exchange Commission
                    Release No. 34-39538 (January 12, 1998), this statement on
                    Schedule 13G or amendment thereto is being filed by AMVESCAP
                    PLC ("AMVESCAP"), a U.K. entity, on behalf of itself and its
                    subsidiaries listed in Item 4 of the cover of this
                    statement. AMVESCAP through such subsidiaries provides
                    investment management services to institutional and
                    individual investors worldwide.

                    Executive officers and directors of AMVESCAP or its
                    subsidiaries may beneficially own shares of the securities
                    of the issuer to which this statement relates (the
                    "Shares"), and such Shares are not reported in this
                    statement. AMVESCAP and its subsidiaries disclaim beneficial
                    ownership of Shares beneficially owned by any of their
                    executive officers and directors. Each of AMVESCAP's direct
                    and indirect subsidiaries also disclaim beneficial ownership
                    of Shares beneficially owned by AMVESCAP and any other
                    subsidiary.

Item 2(b)           Address of Principal Business Office:
                    30 Finsbury Square
                    London EC2A 1AG
                    England

Item 2(c)           Citizenship:
                    See the response to Item 2(a) of this statement.

Item 2(d)           Title of Class of Securities:
                    Common Stock, $.01 par value per share

Item 2(e)           CUSIP Number:
                    146229109

Item 3              If this statement is filed pursuant to ss240.13d-1(b) or
                    240.13d-2(b) or (c), check whether the person filing is a:

          (e)  [x]  An investment adviser in accordance with section
                    240.13d-1(b)(1)(ii)(E)

          (g)  [x]  A parent holding company or control person in accordance
                    with section 240.13d- 1(b)(1)(ii)(G)

                    As noted in Item 2 above, AMVESCAP is making this filing on
                    behalf of its subsidiaries listed herein. Each of these
                    entities is either an investment adviser registered with the
                    United States Securities and Exchange Commission under
                    Section 203 of the Investment Advisers Act of 1940, as
                    amended, or under similar laws of other jurisdictions.
                    AMVESCAP is a holding company.



Item 4              Ownership:

                    Please see responses to Items 5-8 on the cover of this
                    statement, which are incorporated herein by reference.

Item 5              Ownership of Five Percent or Less of a Class:

                    If this statement is being filed to report the fact that as
                    of the date hereof the reporting person has ceased to be the
                    beneficial owner of more than five percent of the class of
                    securities, check the following [ ]

Item 6              Ownership of More than Five Percent on Behalf of Another
                    Person:

                    N/A

Item 7              Identification and Classification of the Subsidiary Which
                    Acquired the Security Being reported on By the Parent
                    Holding Company:

                    Please see Item 3 of this statement, which is incorporated
                    herein by reference.

Item 8              Identification and Classification of Members of the Group:

                    N/A

Item 9              Notice of Dissolution of a Group:

                    N/A

Item 10             Certification:

                    By signing below I certify that, to the best of my knowledge
                    and belief, the securities referred to above were acquired
                    and are held in the ordinary course of business and were not
                    acquired and are not held for the purpose of or with the
                    effect of changing or influencing the control of the issuer
                    of the securities and were not acquired and are not held in
                    connection with or as a participant in any transaction
                    having that purpose or effect.

                    Signature:

                    After reasonable inquiry and to the best of my knowledge and
                    belief, I certify that the information set forth in this
                    statement is true, complete and correct.

                                        January 23, 2007
                                        Date

                                        AMVESCAP PLC


                                        By: /s/ Lisa Brinkley
                                            ------------------------------------
                                            Lisa Brinkley
                                            Global Compliance Director
                                            AMVESCAP PLC



EXHIBIT A

                             JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing of the attached
Schedule 13G, and any and all amendments thereto, and expressly authorize
AMVESCAP PLC, as the ultimate parent company of each of its undersigned
subsidiaries, to file such Schedule 13G, and any and all amendments thereto, on
behalf of each of them.

Dated: January 23, 2007                 AMVESCAP PLC


                                        By: /s/ Lisa Brinkley
                                            ------------------------------------
                                        Name: Lisa Brinkley
                                        Title: Global Compliance Director


                                        AIM Advisors, Inc.


                                        By: /s/ Todd Spillane
                                            ------------------------------------
                                        Name: Todd Spillane
                                        Title: Chief Compliance Officer


                                        AIM Capital Management, Inc.


                                        By: /s/ Todd Spillane
                                            ------------------------------------
                                        Name: Todd Spillane
                                        Title: Chief Compliance Officer


                                        INVESCO Private Capital, Inc.


                                        By: /s/ Jeffrey Kupor
                                            ------------------------------------
                                        Name: Jeffrey Kupor
                                        Title: General Counsel


                                        PowerShares Capital Management LLC


                                        By: /s/ Kevin Gustafson
                                            ------------------------------------
                                        Name: Kevin Gustafson
                                        Title: General Counsel & COO