The seeding pots for Thursday's Champions League draw can be confirmed after the final qualifiers were completed.
Lyon's exit to Real Sociedad handed a boost to Juventus, who were set to be in pot three but have moved up into pot two as a result of the Ligue 1 club's failure.
Lyon were the only one of the five seeded teams in the non-champions route to fail to make the group stage. By beating Dinamo Zagreb, Austria Vienna were the only non-seeds to qualify from the champions route.
Manchester City drop into pot three due to their poor display last season, while last season's runners-up Borussia Dortmund climb into pot three after being among the bottom seeds in 2012-13.
With big-spending Napoli in pot four another group of death seems likely, and City will be eager to avoid that for a third successive season. The nightmare scenario would see City drawn against Bayern Munich, Atletico Madrid or Paris Saint-Germain, and Napoli. The holders will also want to avoid such a tough draw.
But Chelsea, Manchester United and Arsenal are also in danger of getting that group of death, should one of those teams be drawn to play Atletico or PSG, Borussia Dortmund and Napoli.
The worst case for Barcelona and Real Madrid would see one of the Spanish giants face PSG, Man City or Borussia Dortmund, and Napoli.
You can follow the draw for the group stage live on ESPN FC, starting from 16.30 BST on Thursday.
Seeding is calculated on performance in all European competitions over a five-year period.
Pot One: Bayern Munich, Barcelona, Chelsea, Real Madrid, Manchester United, Arsenal, FC Porto, Benfica.
Pot Two: Atletico Madrid, Shakhtar Donetsk, AC Milan, Schalke, Marseille, CSKA Moscow, PSG, Juventus
Pot Three: Zenit, Man City, Ajax, Borussia Dortmund, Basel, Olympiakos, Galatasaray, Leverkusen
Pot Four: FC Copenhagen, Napoli, Anderlecht, Celtic, Steaua Bucuresti, Viktoria Plzen, Real Sociedad, Austria Vienna
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