By Thomas Gryta and Dana Cimilluca 

DirecTV is working with advisers including Goldman Sachs Group Inc. to evaluate a possible combination with AT&T Inc., people familiar with the matter said, a sign the satellite broadcaster is seriously considering a deal with the telecom giant.

The two companies are in talks following an approach from AT&T to acquire DirecTV, people familiar with the matter said. A deal would create a pay-television giant that would serve more than 25 million subscribers and rival a combined Comcast Corp. and Time Warner Cable Inc.

On a conference call with analysts Tuesday, DirecTV Chief Executive Mike White noted recent media reports speculating "about possible transactions that might involve DirecTV." He said the reports weren't "based on official sources of information and we don't view it as productive to speculate about alternative business combinations which may or may not occur." He said he wouldn't comment further or take questions on the reports.

DirecTV stock, which had fluctuated last week after The Wall Street Journal reported the approach by AT&T, has rallied in the past two days. On Wednesday the stock was up 8%, having risen 2.4% Tuesday. At its current price of $88.25 a share, DirecTV has a market capitalization of about $45 billion.

Mr. White and AT&T executives have each said previously that Comcast's $45 billion deal to acquire Time Warner Cable has changed the competitive landscape, and both companies have said they are looking at how to strengthen their positions.

A deal with DirecTV would bolster AT&T's ability to distribute movies and television shows at a time when it increasingly sees video as central to its future. The telecom company is pursuing a dual approach, expanding its U-verse pay-TV service while also building over-the-top services to deliver video content over broadband and wireless connections.

The combined company would have annual revenue of about $160 billion and may be better positioned to negotiate for the needed rights to TV shows and movies.

For AT&T, a deal with DirecTV could deliver significant financial benefits at a time when Wall Street is concerned about the amount of cash needed to fund AT&T's dividend. UBS analyst John Hodulik said in a recent research note that the deal would provide AT&T the free cash flow needed to pay its dividend for the next decade.

"The deal would provide financial and operational synergies that appear to fit AT&T's historic game plan," Mr. Hodulik wrote.

The world has become a much tougher place for DirecTV in recent years as subscriber growth has slowed sharply while programming costs are rising and cheap online video alternatives are multiplying.

Satellite rival Dish Network Corp. has invested billions of dollars in trying to diversify into wireless broadband and launch its own online video service. DirecTV, in contrast, has spent $29.7 billion on buying back its own stock in the past eight years, according to regulatory filings.

As competitors move to gain scale and offer bigger bundles of service, the chief weakness of satellite TV becomes apparent: the lack of an Internet-access broadband service competitive with cable and phone companies.

Ryan Knutson and Martin Peers contributed to this article.

Write to Thomas Gryta at thomas.gryta@wsj.com and Dana Cimilluca at dana.cimilluca@wsj.com

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