Bayern Munich (Holders; 1st Germany); Barcelona (1st Spain); Chelsea (3rd England); Real Madrid (2nd Spain); Manchester United (1st England); Arsenal (4th England); Porto (1st Portugal); Benfica (2nd Portugal)
Atletico Madrid (3rd Spain); Shakhtar Donetsk (1st Ukraine); Milan (3rd Italy); Schalke (4th Germany); Marseille (2nd France); CSKA Moscow (1st Russia); PSG (1st France); Juventus (1st Italy)
Zenit (2nd Russia); Manchester City (2nd England); Ajax (1st Holland); Borussia Dortmund (2nd Germany); Basel (1st Switzerland); Olympiacos (1st Greece); Galatasaray (1st Turkey); Bayer Leverkusen (3rd Germany)
Copenhagen (1st Denmark); Napoli (2nd Italy); Anderlecht (1st Belgium); Celtic (1st Scotland); Steaua Bucharest (1st Romania); Viktoria Plzen (1st Czech Rep.); Real Sociedad (4th Spain); Austria Vienna (1st Austria)
Seven-times winners AC Milan and two-times winners Juventus lurk in Pot Two, as do French champions Paris Saint-Germain, who could be a force this year, while Atletico Madrid and Olympique Marseille are also big names. Ukraine champions Shakhtar Donetsk and Russian title-holders CSKA Moscow present long away trips and a stern test once you get there.
In Pot Three, United cannot draw Manchester City (no teams from the same association are drawn together), but Borussia Dortmund are the major threat in that group, while Zenit, Bayer Leverkusen, Ajax (four-times winners), Basel, Olympiakos and Galatasaray all have knockout experience.
The final pot also has some strong teams, with two former winners - Scottish champions Celtic and Romanian leaders Steaua Bucharest - while Serie A runners-up Napoli are a growing force and fourth-placed Spanish side Real Socieded are back in the tournament after a 10-year absence.