In the future, electric power distribution utilities will need to plan, operate and innovate in a variety of new ways to contend with the changing nature of electricity system resources and opportunities. A distributed energy future leads to changing paradigms, changing needs in planning and innovation by distribution utilities, and changing regulatory directions. The changing paradigm encompasses two-way power flows, local integration and balancing, functional control of distributed resources, the changing nature of the boundary between transmission and distribution systems, the changing nature of resources and customers, and new business models. Changing needs in planning and innovation include handling two-way reversible power flows; interconnecting storage and electric vehicles; controlling flexible-demand resources; distribution system monitoring, analysis and modeling; renewable energy output forecasting; smart inverters; and data networks, analysis, and storage. Examples of changing regulatory directions are seen in New York, California, and Australia.