Mark Hughes saw Manchester City finish top of their UEFA Cup group - despite his side being second best in Spain as Racing Santander won 3-1.
Racing took the lead in the 18th minute when Kasper Schmeichel failed to deal with a routine cross from Oscar Serrano and Jonathan Pereira tapped home.
Santander extended their lead after 30 minutes when Oscar Serrano started and finished a move, taking a 30-yard ball in his stride before firing in.
Santander made it 3-0 in the 55th minute after City failed to cut out a cross from Pedro Munitis and Juan Valera took full advantage to score from close range.
Felipe Caicedo pulled a goal back in stoppage time when he headed in a cross from Pablo Zabaleta - the Ecuadorian's first goal for the club.
City will now face a third-placed team from one of the other groups in the draw on Friday.