The Milwaukee Road, Inc.

Chicago, Milwaukee, St. Paul and Pacific Railroad

Company type	Public
Industry	Railroad
Predecessor	Milwaukee and Waukesha Railroad
Founded	1847
Defunct	1986
Fate	Merged into Soo Line Railroad (subsidiary of Canadian Pacific Railway)
Headquarters	Chicago , United States
Area served	Midwestern United States and Pacific Northwest
Key people	Alexander Mitchell (investor), William John Quinn (president)
Products	Rail transport services (freight and passenger)

The Chicago, Milwaukee, St. Paul and Pacific Railroad (CMStP&P), commonly referred to as the Milwaukee Road, was a Class I railroad that operated throughout the Midwestern United States and Pacific Northwest from its inception in 1847 until 1986.

During the 1970s and 1980s, the railroad faced significant financial challenges, including a bankruptcy filing in 1977, following earlier bankruptcies in 1925 and 1935. In 1980, the company discontinued its Pacific Extension, abandoning tracks across Montana, Idaho, and Washington. On January 1, 1986, the remaining system was integrated into the Soo Line Railroad, a subsidiary of Canadian Pacific Railway. Many elements of its historic infrastructure continue to be utilized by various rail operators today. The Milwaukee Road's legacy persists through landmarks such as the historic Milwaukee Road Depot in Minneapolis and preserved locomotives like Milwaukee Road 261, which still runs excursion services.

Chicago, Milwaukee, St. Paul and Minneapolis Railroad

The origins of the Milwaukee Road trace back to Wisconsin with the establishment of the Milwaukee and Waukesha Railroad, created to link Milwaukee on Lake Michigan with the Mississippi River. Incorporated in 1847, it was renamed the Milwaukee and Mississippi Railroad in 1850 prior to starting construction. The first segment opened between Milwaukee and Wauwatosa in November 1850, extending to Waukesha in 1851, then Madison, and ultimately reaching Prairie du Chien on the Mississippi River by 1857.

After the financial crisis of 1857, the company entered receivership in 1859 and was subsequently purchased by the Milwaukee and Prairie du Chien Railroad in 1861. In 1867, investor Alexander Mitchell merged this railroad with the Milwaukee and St. Paul (previously known as the La Crosse and Milwaukee Railroad Company) under the consolidated name Milwaukee and St. Paul. Among its principal financiers were Mitchell himself, Russell Sage, Jeremiah Milbank, and William Rockefeller.

Reflecting its expansion to Chicago completed in 1872, the company adopted the name Chicago, Milwaukee and St. Paul Railway Company in 1874. It absorbed the Chicago and Pacific Railroad Company in 1879—gaining important suburban routes including what would become the Milwaukee District West Line—and acquired the Milwaukee and Northern Railroad in 1890. By this period, its rail network covered Wisconsin, Minnesota, Iowa, South Dakota, and Michigan’s Upper Peninsula.

Between 1889 and 1890, corporate headquarters relocated from Milwaukee to Chicago’s Rand McNally Building; however, its car and locomotive shops remained in Milwaukee. Subsequent offices were situated in Chicago’s Railway Exchange Building until moving to Chicago Union Station in 1924.

Pacific Extension

In the 1890s, company leadership resolved to extend their line westward to the Pacific Northwest to maintain competitive standing. A survey conducted in 1901 estimated construction costs at $45 million; by 1905 this figure had risen to $60 million when approval for the Pacific Extension was granted. To facilitate this project, they created a subsidiary—the Chicago, Milwaukee and Puget Sound Railway Company—in 1905 to construct track from the Missouri River all the way to Seattle and Tacoma.

Construction commenced in 1906 and concluded by 1909. This route was approximately eighteen miles shorter than rival lines and featured more favorable grades but incurred higher expenses due to limited land grants that necessitated purchasing land outright along with acquiring smaller railroads. Traversing mountain ranges such as the Rockies and Cascades required extensive engineering efforts and additional locomotive power. Completing roughly 2,300 miles of track through diverse terrain within three years represented a significant accomplishment. The route crossed five mountain ranges: Belts, Rockies, Bitterroots, Saddles, and Cascades—although some of these names were somewhat misleading.

Critics argued that this alignment bypassed major population centers while paralleling routes operated by Northern Pacific Railway, thereby restricting local traffic potential. Trains magazine described it as a "disaster," while historian George H. Drury identified it as a pivotal management error contributing to eventual corporate failure.

Starting in 1909, several smaller railroads were acquired to create branch lines along this extension:

• The Montana Railroad formed part of the mainline through Sixteen Mile Canyon and extended north from Harlowton to Lewistown—facilitating settlement in Judith Basin—and accounted for about thirty percent of Milwaukee Road’s traffic by the 1970s.
• The Gallatin Valley Electric Railway extended service from Bozeman to Three Forks; additionally, in 1927 the company constructed the Gallatin Gateway Inn for passengers heading to Yellowstone who transferred onto buses there.
• The White Sulphur Springs & Yellowstone Park Railway primarily hauled lumber and agricultural goods.

The operating environment posed challenges including steep inclines, tight curves, and winter temperatures dropping as low as −40 °F in Montana—conditions that strained steam locomotives significantly. To enhance operational efficiency, Milwaukee Road electrified two segments: a 438-mile stretch between Harlowton, Montana, and Avery, Idaho (completed between 1914–1916), followed by a second electrification covering 207 miles from Othello to Tacoma (1917–1920), crossing the Cascades via Snoqualmie Tunnel. The tunnel’s eastern portal at Hyak also featured a company-owned ski area operating from 1937 until 1950.

At that time, these electrified sections—totaling approximately 645 miles—constituted the world’s largest electrification project of its kind and remained unmatched within the United States until Pennsylvania Railroad’s similar initiatives during the 1930s. These two electrified districts were separate; notably, Idaho Division terrain was relatively flat making steam operation more feasible there. Although electrification required an investment of $27 million, it yielded annual savings exceeding $1 million through improved operational efficiencies.

Bankruptcies

On January 1, 1913, the Chicago, Milwaukee, and Puget Sound Railway was merged into its parent company. The Pacific Extension project, which included electrification, ultimately cost the Milwaukee Road $257 million—more than four times the initially projected $60 million. To finance this, the company issued bonds set to mature during the 1920s. However, traffic volumes failed to meet expectations, and financial difficulties intensified in the early 1920s, exacerbated by the acquisition of heavily indebted Indiana railroads. As a result, the company declared bankruptcy in 1925 and underwent reorganization as the Chicago, Milwaukee, St. Paul and Pacific Railroad in 1928. In 1927, it introduced the second version of the Olympian luxury passenger train and inaugurated its first railroad-owned tourist hotel, the Gallatin Gateway Inn in Montana. By 1929, the system encompassed 11,248 miles of track.

The reorganized entity faced ongoing challenges prior to the Great Depression. Despite technological advancements such as the high-speed Hiawatha trains capable of exceeding 100 mph, financial instability led to a second bankruptcy filing in 1935, after which it operated under trusteeship until December 1, 1945.

During World War II, CMStP&P sponsored the U.S. Army's 757th Railroad Shop Battalion.

Postwar

Following World War II, Milwaukee Road experienced a brief resurgence. With wartime restrictions lifted, it enhanced its passenger offerings: in 1947, the Olympian Hiawatha resumed service between Chicago and Puget Sound, and in 1948, the Twin Cities Hiawatha received updated equipment. The transition to diesel locomotives accelerated and was completed by 1957. Additionally, in 1955, Milwaukee Road assumed operation of Union Pacific’s streamliner service between Chicago and Omaha from Chicago and North Western.

The railroad sector faced significant decline during the late 1950s and 1960s; Milwaukee Road was especially impacted due to fierce competition within the Midwest and challenging transcontinental routes. Despite featuring innovative observation cars, the Olympian Hiawatha was discontinued in 1961. After President John P. Kiley stepped down in 1957, William John Quinn took over leadership with a strategy centered on pursuing a merger with another railroad as a remedy for financial difficulties.

Nonetheless, plans for a merger with Chicago and North Western Railway were blocked by the Interstate Commerce Commission (ICC) in 1969 after C&NW rejected terms deemed unfavorable. Meanwhile, the ICC approved the merger of several "Hill Lines" railroads that formed Burlington Northern.

Early 1970s

The creation of Burlington Northern in 1970 through the merger of Northern Pacific, Great Northern, Burlington Route, and Spokane, Portland and Seattle Railway resulted in a more formidable competitor along Milwaukee Road’s routes. To maintain competitiveness, the ICC permitted Milwaukee Road to connect with new western railroads via Burlington Northern tracks. This arrangement increased traffic on its Pacific Extension to more than four daily trains each direction, facilitating interchanges with Southern Pacific at Portland, Oregon and Canadian railroads at Sumas, Washington. Prior to service declines after 1974, Milwaukee Road controlled nearly 80% of originating freight from the Port of Seattle and handled half of Puget Sound’s container traffic.

In 1970, Chicago and North Western’s president proposed selling that railroad to Milwaukee Road; however, President William John Quinn declined this offer, believing that only integration with a larger system could secure Milwaukee Road’s future. The company also attempted to join Union Pacific’s merger with Chicago, Rock Island and Pacific Railroad, but this effort was unsuccessful.

By the mid-1970s, deferred maintenance—stemming from previous efforts during the 1960s to improve financial appearance for potential mergers—began to negatively affect operations. Financial pressures increased when Milwaukee Road sold its car fleet to financial firms and leased them back; this arrangement raised lease expenses and constrained capital available for new equipment purchases. Consequently, shortages of railcars emerged that curtailed business volume.

The railroad terminated its mainline electrification program as electric locomotives aged and newer diesel models such as the EMD SD40-2 and GE Universal Series proved sufficient for operational needs. The last electric freight service ran on June 15, 1974.

In 1976, citing ongoing financial vulnerabilities, Milwaukee Road petitioned for inclusion into Burlington Northern but was denied by the ICC on March 2, 1977.

Final bankruptcy

From 1974 to 1977, the Milwaukee Road incurred losses totaling $100 million, culminating in its third bankruptcy filing within 42 years on December 19, 1977. The bankruptcy proceedings were overseen by Judge Thomas R. McMillen until the railroad was sold in 1985. The primary challenge for the company was an excessive physical infrastructure compared to its revenue; in 1977, it controlled of track, with 36% of this network accounting for just 14% of the annual income. The trustees prioritized disposing of or abandoning unprofitable routes to restructure into a leaner, financially viable railroad, rather than pursuing full liquidation.

In 1980, the secondary route stretching from Marquette, Iowa to Rapid City, South Dakota was embargoed and subsequently acquired by the South Dakota Department of Transportation. Between 1977 and 1984, the total route mileage decreased to , representing roughly one-quarter of its historical maximum. The most significant abandonment terminated transcontinental service to the West Coast; track deterioration caused reduced speeds and constrained traffic expansion despite the Burlington Northern merger. A final rehabilitation effort under the Milwaukee Road Restructuring Act was unsuccessful, leading to the cessation of operations west of Miles City, Montana on February 29, 1980.

After downsizing, the railroad returned to modest profitability by 1982. That same year, commuter rail services (Milwaukee District West and North) were transferred to the Northeast Illinois Regional Commuter Rail Corporation (now known as Metra). During reorganization, three potential buyers emerged: Grand Trunk Corporation, Chicago and North Western Railway, and Soo Line Railroad. The Interstate Commerce Commission approved bids from Soo Line and C&NW; ultimately, Judge McMillen accepted Soo Line’s offer on February 19, 1985. Soo Line restructured the assets as Milwaukee Road, Inc., integrating them into their system by January 1, 1986. Canadian Pacific acquired Soo Line in 1990 and later merged it with Kansas City Southern Railway.

In 1982, Burlington Northern purchased remaining main routes leading to the Pacific via Aberdeen, South Dakota, along with other Montana lines.

Following the sale, the Milwaukee Land Company reverted to Chicago Milwaukee Corporation (CMC) and managed remaining real estate holdings spanning from Indiana to Washington state. Larger parcels were developed into commercial or industrial properties. However, CMC encountered legal and financial difficulties due to environmental remediation obligations at former railroad sites, resulting in multiple bankruptcy filings under different corporate identities. Final asset liquidation concluded in 2010.

Much of the abandoned Pacific Extension corridor has been transformed into rail trails such as Washington’s Palouse to Cascades State Park Trail, Idaho’s Milwaukee Road Rail Trail and Route of the Hiawatha Trail (Idaho/Montana), Minnesota’s Midtown Greenway, Wisconsin’s Bugline Trail, and Indiana’s Milwaukee Road Transportation Trailway. Currently, former Milwaukee Road and Soo Line tracks are incorporated into Canadian Pacific Kansas City’s Midwest network.

After abandonment in 1984, various segments of the Pacific Extension in Washington were acquired by different organizations. Tacoma Rail purchased lines south of Tacoma in 1989 and leased them before assuming freight operations in 1998. The Centralia–Curtis section was acquired by Weyerhauser for timber transport before being transferred to heritage operator Chehalis–Centralia Railroad. The Port of Chehalis bought this line in 1996 and later sold it back to Chehalis–Centralia Railroad in 2019. A portion extending from Royal Slope to Othello was acquired by Port of Royal Slope in 1982 and subsequently transferred to Washington State Department of Transportation.

The Milwaukee Road Historical Association holds trademarks and copyrights associated with Milwaukee Road except for AAR reporting marks (MILW), which remain under Soo Line Railroad’s successor company, Canadian Pacific Kansas City.

Passenger train operations

Until the cessation of private intercity passenger services in 1971, the Milwaukee Road was renowned for delivering exceptional passenger experiences. The railroad distinguished itself through its innovative, self-manufactured rolling stock, which established it as a frontrunner in passenger rail and led to a partnership with Union Pacific beginning in 1955 for the operation of Union Pacific's "City" streamliner trains.

Among its celebrated named services were the groundbreaking Pioneer Limited and the legendary Hiawatha streamliners, both acclaimed for their outstanding industrial design achievements following World War II.

Starting in November 1955, Milwaukee Road collaborated with Union Pacific to operate several of UP’s flagship trains: City of Los Angeles, City of Portland, City of Denver, and the Challenger. Additionally, they managed the Union Pacific/Southern Pacific joint service, the City of San Francisco. Over time, Milwaukee Road incorporated Union Pacific’s distinctive Armour yellow, gray, and red color scheme to streamline operations.

The majority of Milwaukee Road’s passenger cars were constructed internally at its Menomonee Valley shops in Milwaukee. This included four successive generations of Hiawatha equipment produced between 1933 and 1948. Noteworthy designs such as the 1930s "Beaver Tail" and the 1940s "Skytop Lounge" observation cars, created by designer Brooks Stevens, highlighted the company’s design leadership. In 1951, extended "Skytop Lounge" cars built by Pullman were introduced on the Olympian Hiawatha route; certain car sets and "Super Domes" were later transferred to Canadian National Railway.

Regional routes operated by Milwaukee Road featured services like the Twin Cities Hiawatha connecting to Minneapolis, the Sioux serving Madison, along with the Milwaukee Express, and the Varsity also running to Madison. Following Amtrak’s establishment in 1971, many of these routes remained active under Amtrak management. The Empire Builder currently offers daily long-distance travel between Chicago and St. Paul, supplemented since 2024 by the newly introduced Borealis. Amtrak additionally operates corridor service on the Chicago-Milwaukee segment under the name Hiawatha.

Milwaukee Road also maintained an extensive commuter rail network serving Chicago’s northern and western suburbs as well as extending into Milwaukee’s outer suburban areas. After Milwaukee Road’s bankruptcy in 1982, these commuter lines were transferred to the Regional Transportation Authority and are presently operated by Metra as the Milwaukee District North Line and Milwaukee District West Line. While Canadian Pacific manages freight operations on these tracks through trackage rights, it also handles dispatching duties for Metra trains.

In popular culture

• The 1930 motion picture Danger Lights was shot within Milwaukee Road’s yard and maintenance facilities at Miles City, Montana, as well as along its main line.

See also

• Milwaukee Road Roster
• Chicago, Milwaukee, St. Paul and Pacific Railroad Company Historic District
• Milwaukee Road Depot

External links

• Milwaukee Road Historical Association
• History of the Milwaukee Road at Milwaukee Public Library
• History of Milwaukee Road ski train and ski area
• Puget Sound Model Railroad Engineers: Milwaukee Road history
• All Aboard! 20th Century American Trains – United States Postal Service 1999 Stamp Program
• The Milwaukee Road
• The Gene H. Lawson Collection: Milwaukee Road photo archive – Visual documentation along the Pacific Extension circa 1910–1980
• University of Washington Libraries Digital Collections – Transportation – Ongoing digital repository featuring early 20th-century transportation images from the Pacific Northwest and Western United States, including Milwaukee Road photographs.