Utility distribution planning faces multiple challenges including aging infrastructure, flat load growth, and compliance with new environmental policies, as well as opportunities, such as rapidly falling costs for distributed energy resources, technology-enabled “prosumers,” and a proliferation of new business models. In a presentation to the Minnesota Public Utilities Commission, Janine Migden-Ostrander discusses policy considerations in distribution planning and reform, including new regulatory structures, utility revenue and incentives, and smart rate design. Power sector transformation will take place on a continuum from incremental reform of the utility business model to a more comprehensive regulatory shift, and Ms. Migden-Ostrander outlines several models for consideration. Engaging customers as well as third-party aggregators of distributed energy resources will enable lower-cost options that are consistent with clean energy objectives.