Real Racing Club's victory was not enough for the Spanish Liga side to reach the UEFA Cup Round of 32 while Manchester City FC won Group A despite the defeat.
Racing were on top for large periods in Santander and were three goals up by the 54th minute thanks to strikes from Jonathan Pereira, Óscar Serrano and Juan Valera. Substitute Felipe Caicedo scored City's consolation goal in added time yet it was events in the French capital, where Paris Saint-Germain FC scored two late goals, which proved Racing's undoing, the Ligue 1 club pipping Racing to third place on goal difference.
The visitors received a let off in the eighth minute when a poor clearance from goalkeeper Kasper Schmeichel let in Mohamed Tchite but he directed his effort wide. Javier Garrido then sent a free-kick for City way over the crossbar though they were soon behind when Schmeichel failed to deal with a routine cross from Óscar and Pereira finished from close range.
Soon after, Pereira tested Schmeichel from distance before City responded when Elano released Pablo Zabaleta, though his effort went high and wide. A minute later, the hosts extended their lead as Óscar started and finished a flowing move. The midfielder found Pereira with a long ball, took the return in his stride and sent a shot beyond Schmeichel.
Racing were cutting City open with ease and Tchite tested Schmeichel with a volley in the 36th minute following a cross from Pedro Munitis. The third arrived ten minutes after the break when City failed to cut out another centre from Munitis, Marcano headed on and Valera scored from close range. Three should have became four soon after but somehow Tchite, allowed to continue after colliding with Schmeichel, put his effort past the post with the goal unguarded. City managed to breach a well-organised Racing backline in added time when Caicedo headed in a cross from Zabaleta.