PARIS (S&P Global Ratings) Sept. 9, 2016--S&P Global Ratings today assigned its 'BBB' long-term issue rating to the $850 million Tier 2 undated subordinated notes issued by France-based AXA (A-/Positive/A-2), the holding company of AXA Group (core operating entities rated A+/Positive/--). We rate the notes two notches below the long-term counterparty credit rating on the issuer, AXA. The first notch reflects our understanding that the noteholders will be subordinated to AXA's senior creditors, and the second notch is based on the insurer's option to defer interest on the notes. The issuer's option to defer the coupon payments is restricted if, during the previous six-month period, a dividend on any class of shares has been declared or paid. Furthermore, we note