When Citicorp and Travelers Group were trying to tie the knot last year, Heidi Miller played an obscure but crucial role in making the nation's biggest financial merger happen.

Like most bank chief financial officers, the 46-year-old Ms. Miller worked behind the scenes. Her job was to wrangle with regulators to insure their approval of the deal. They did, and now Ms. Miller is CFO of the nation's largest banking company, with assets of $690 billion.

Those assets are spread around the globe and among numerous businesses: thousands of Citibank branches, consumer finance companies and credit cards, and corporate finance activities. In all, Citigroup Inc. has 160,000 employees in 100 countries.

As chief financial officer, Ms. Miller has a fuller grasp of the company than anyone at Citigroup - including co-chairmen Sanford Weill and John Reed - according to people in the company. That is why she was chosen to negotiate the megamerger details with the Federal Reserve and other regulators. Her responsibilities include allocating capital to the bank's myriad units, keeping its credit ratings strong, controlling expenses, and articulating to Wall Street-and even its own employees- the company mission.

"She's very sharp," said Jonathan Hatcher, an equities analyst with Conseco Capital Management in Carmel, Ind., a target of Ms. Miller's pitches.

Yet Ms. Miller is so removed from the public eye that even Citigroupers hesitate when asked what she does or has done.

Asked to cite a specific Miller accomplishment, they stutter, mumbling that her job is terribly important. They suggest that she is No. 3 in the hierarchy, after Mr. Weill and Mr. Reed, but decline to be pinned down on the question.

Ms. Miller, whose idea of fun away from the job is Latin American studies (she received a doctorate in that subject from Yale University), says she doesn't mind being low-profile to outsiders. Her job may not be glamorous, but it is powerful. She sits on Citigroup's elite senior management committee and is a member of the senior planning groups of Citigroup's two major divisions, the corporate and consumer banks.

Her speech is confident and precise. "Capital discipline is one of the most important issues in this organization," Ms. Miller said during an interview in her fourth-floor office (which is just a few feet from the offices of Mr. Weill and Mr. Reed).

Because she came from Travelers, Ms. Miller could be considered one of Mr. Weill's people. But she says she is comfortable answering to two masters.

"They both have a different touch," she said of Mr. Weill and Mr. Reed. "Sandy grew up on the broker-dealer side and John on the consumer side. John focuses on the organizational structure and Sandy focuses on interactions with people and setting goals."

Ms. Miller said the worst part of the Citigroup-Travelers merger is over. "In the beginning you don't know anybody and you're forced to work with them as colleagues. We've weathered that well, but we still must make sure we build one team with one vision."

Her Yale doctorate in hand, Ms. Miller joined the training program at Chemical Bank, now Chase Manhattan Corp., in 1979. She spent 13 years at Chemical in increasingly senior posts, winding up as managing director and head of the emerging markets and structured finance groups.

She joined Travelers Group in 1992 as a vice president and assistant to the president and was named chief financial officer in 1995.

Though her function remains basically what it had been at Travelers, Ms. Miller says Citigroup's gargantuan size makes her job far more complex. "You can't rely on merely running into someone in the hall" to keep up with things, she said.

One of Ms. Miller's biggest tasks is shepherding the merger integration. She said the company is already delivering on projected cost savings. In the first quarter, she said, Citigroup took measures that will reduce costs by $900 million, almost half the planned $2 billion goal over two years.

"You might say we're tracking well," Ms. Miller said, though acknowledging that "significant integration risk" remains. "No one likes change, and merging the two entities requires a lot of it."

Ms. Miller is the policewoman who enforces the bank's policies. As she explains it, the company uses capital controls as the chief element in implementing its strategy, and she oversees those controls.

"Our business managers know at the end of the year what their costs are and how to control their travel and expenses," Ms. Miller said. "This way we have much better control on what they're spending."

Ms. Miller also plays a key role in deciding which units Citigroup wants to keep and which it wants to sell.

"If we don't think we have critical mass in a particular market," she said, "or if the unit is a subpar performer relative to our goal of 20% return on equity, we may consider the unit more as a hobby than a business. We don't want to be in hobbies. We want to be in core franchises, and we reinvest in core franchises that do have the returns."

On the other side of the coin, Ms. Miller works closely on Citigroup's expansion strategy, which has a decidedly foreign accent right now.

"There are opportunities around the globe," she said, noting that Citigroup is acquiring banks in Argentina and Chile while continuing to expand the card business globally.

Ms. Miller is less enthusiastic about acquisitions in the United States. "There is nothing here I'm looking at today."

Meanwhile, way up on her list of priorities is integrating and finding synergies in the Travelers and Citicorp units.

Some synergies already are being realized, she said. Citibank said this year that it would sell mortgages through its Solomon Smith Barney investment bank. And recently the company sold several hundred million dollars' worth of Solomon Smith Barney mutual funds through Citibank branches in Japan. Also, a few hundred million dollars' worth of Travelers life annuities were sold through Citibank branches, Ms. Miller said.

She added that parts of Solomon Smith Barney's retail segment works closely with Citibank's. The two units merged their trust operations last spring. And Ms. Miller says Citigroup is likely to make more such moves. "Where we have platforms that can be merged, we'll merge them."

Citibank's private bank also is working closely with Salomon Smith Barney's broker-dealer units, she said. "It's little things like that that make the difference."

Another item on Ms. Miller's long things-to-worry-about list is risk. She has concentrated responsibility for risk management in one executive, Petros Sabatacakis, a former Citibank executive recruited by Citigroup recently from AIG Corp., where he ran the risk-management program.

Hurt last year by losses in Salomon Smith Barney's trading activities, Citigroup, is cutting back on such activity. "We as a firm want to minimize proprietary trading as opposed to trading for customers," Ms. Miller said.

She is immersed in making sure all the bank's computers are Y2K- prepared. Citigroup has been spending millions of dollars on the conversion, and Ms. Miller bridled at a report by Michael Mayo, an analyst at Credit Suisse First Boston, that said year-2000 snags might hobble Citigroup, among other large banking companies.

Ms. Miller acknowledged, however, that Citigroup has been slower than it might have been in developing new applications for certain front-end businesses.

Nonetheless, "we've done more planning on this than any other single issue," she said.

"The fact is that Y2K may create some minimal disruption, but it will not be widespread."

She said Citigroup is also working with its many service suppliers on year-2000 problems. "Clearly some of our customers may not be prepared," Ms. Miller said. "We've reviewed the high-risk names and made plans to deal with them individually."

On the capital front, Ms. Miller hinted that more buybacks are in the offing at Citigroup. "We have demonstrated a systematic pattern of buybacks," she observed.

At the same time, she vowed to keep Citigroup's capital structure sound. "We want to be sure," she said, "that in any adverse conditions our financial health and ratings won't be impaired."

Subscribe Now

Access to authoritative analysis and perspective and our data-driven report series.

14-Day Free Trial

No credit card required. Complete access to articles, breaking news and industry data.