FRANKFURT, Germany - Real Madrid and AC Milan, with 16 Champions League titles between them, advanced to the knockout stage on Wednesday, along with Borussia Dortmund and Schalke to make it three out of three teams from Germany.
Nine-time champion Madrid held on for a 1-1 draw at Manchester City with 10 men, eliminating the English Premier League champions in the process.
Also in Group D, Dortmund beat Ajax 4-1 to go through as the top team.
Seven-time winner Milan got a spectacular overhead goal from defender Philippe Mexes as it went through with a 3-1 win at 10-man Anderlecht.
Malaga drew 2-2 at Zenit St. Petersburg to win Group C.
Schalke defeated Olympiakos 1-0 and Arsenal beat Montpellier 2-0 to progress out of Group B.
Paris Saint-Germain won 2-0 at Dynamo Kiev to go through from Group A with FC Porto, which beat Dinamo Zagreb 3-0. Zagreb still hasn't scored a goal, let alone earned a point.
On Tuesday, Bayern Munich, Barcelona, Shakhtar Donetsk and Valencia also reached the knockout stage, while Chelsea was on the verge of becoming the first titleholder to fail to make it out of the group stage.
The goal of the day belonged to Milan's Mexes against Anderlecht.
Receiving a free kick outside the box with his back to goal, Mexes sent a perfectly executed overhead kick from 20 metres out that dipped over goalkeeper Silvio Proto and into the far corner.
The goal resembled the fourth strike by Zlatan Ibrahimovic against England last week.
Germany forward Lukas Podolski also had an eye-catching goal in Arsenal's win over Montpellier that also featured Jack Wilshere's first strike in two years.
The Gunners advanced from the group stage for the 13th straight year.
Podolski met Olivier Giroud's floated pass with a powerful first-time strike from the edge of the area in the 63rd.
Assured of a top-two finish, Arsenal will go into their last Group B game at Olympiakos a point behind Schalke.
Both sides will want to finish top to secure what would likely be an easier last-16 match.
Manchester City's campaign ended in the group stage for the second successive season.
City needed a win to keep its hopes alive, but Karim Benzema exploited sloppy defending to put Madrid ahead after just 10 minutes at Etihad Stadium.
City secured a lifeline in the 74th when Alvaro Arbeloa was sent off for fouling Sergio Aguero, who subsequently equalised from the penalty spot.
But in Jose Mourinho's 100th match managing in the Champions League, Madrid held on for the draw to qualify behind leader Borussia Dortmund with a game to spare.
"The only two times I finished second in the group, I won the Champions League," said Mourinho, who won the competition with FC Porto and Inter Milan.