AT&T Inc. executives are laying the groundwork internally for a potential takeover of Vodafone Group PLC next year, mapping a strategy for a complex deal with Europe’s largest mobile carrier, people familiar with the situation said.

While the companies haven’t entered formal negotiations, the largest U.S. phone company is intensifying work on which Vodafone assets it would retain after a deal and who could buy others, the people said, declining to be identified discussing private deliberations. AT&T, which remains interested in U.K. carrier EE as an alternative target, also is formulating a strategy for Vodafone’s operations in Europe, where mobile broadband adoption has lagged behind the U.S., the people said.

A merger, which would create the world’s largest telecommunications operator by sales, wouldn’t be AT&T’s first attempt at combining the companies. AT&T approached Verizon Communications Inc. this year about a transaction in which AT&T would buy Vodafone’s European operations, with Verizon taking over their wireless joint-venture and America Movil SAB taking much of the rest, two of the people said. Verizon rejected that approach as too complex and likely to slow its own $130 billion purchase of Vodafone’s 45 percent stake in Verizon Wireless, they said.

“Buying Vodafone seems like an easy decision for AT&T given the value of their stock and the still-low interest rates,” said Walt Piecyk, an analyst with BTIG LLC in New York. Still, while Europe might offer some expansion opportunities, AT&T can’t afford to take its eye off the U.S. market, where competition is heating up, he said.

Combined, Vodafone and AT&T would be a globe spanning telecommunications player with a market capitalization exceeding $250 billion and large-scale operations in the U.S. and across Europe.

With more than 500 million wireless subscribers worldwide, the company would be able to challenge Google Inc. and Apple Inc. when negotiating handset subsidies and wringing profit out of nascent technologies such as mobile advertising.

Any transaction would have to wait for the conclusion of Vodafone’s sale of its Verizon Wireless stake, which the companies expect to close in early 2014. AT&T ultimately may decide not to proceed with a bid, the people said.

Simon Gordon, a spokesman for Newbury, England based Vodafone, declined to comment on the company’s interest in a sale to AT&T or anyone else. Brad Burns, a spokesman for Dallas-based AT&T, declined to comment on the company’s European plans.

Bob Varettoni, a spokesman for New York-based Verizon, also declined to comment. A representative for America Movil didn’t respond to a request for comment.

Vodafone Chief Executive Officer Vittorio Colao is in principle open to a deal, depending on its terms, one of the people said. A former McKinsey & Co. consultant, Colao is nonetheless formulating a stand-alone strategy for Vodafone that could include new deals in landline telecommunications, the person said.

The company had almost $21 billion in cash and short term investments at the end of March, a number that doesn’t include its windfall from the Verizon Wireless stake sale.

Finding a new home for some of Vodafone’s diverse assets would be a priority for AT&T, which is less interested in Africa and India than in Europe’s developed markets, the people said.

Vodafone said this week that it is seeking to take full control of its Indian unit, and has asked for permission from India’s government to do so.

One potential strategy AT&T has examined would involve spinning off most of Vodafone’s emerging-market assets into a new entity that could be acquired by a single buyer, such as Carlos Slim’s America Movil or China Mobile Ltd., one of the people said.

Such a plan was the basis for AT&T’s approach to Verizon earlier this year, two of the people said. AT&T owns a 9 percent stake in America Movil and has two seats on its board.

Orange SA, the French company that operates in African countries including Kenya and Senegal, has expressed interest in buying some of Vodafone’s African operations, according to a person familiar with the matter.

Through Vodacom Group Ltd., a Johannesburg-based subsidiary, Vodafone operates in South Africa and Mozambique, among other African countries.

A representative for Orange declined to comment.

Information for this article was contributed by Amy Thomson, Marie Mawad, Patricia Laya and Scott Moritz of Bloomberg News.

Business, Pages 31 on 11/02/2013