All draws held at UEFA headquarters in Nyon, Switzerland. Matches may also be played on Tuesdays or Wednesdays instead of the regular Thursdays due to scheduling conflicts.
Format
The knockout phase involves 32 teams: the 24 teams that finished in the top two in each group in the group stage and the eight teams that finished in third place in the UEFA Champions League group stage. Each tie in the knockout phase, apart from the final, is played over two legs, with each team playing one leg at home. The team that has the higher aggregate score over the two legs progresses to the next round. In the event that aggregate scores finish level, the away goals rule is applied, i.e. the team that scored more goals away from home over the two legs progresses. If away goals are also equal, then thirty minutes of extra time are played, divided into two fifteen-minutes halves. The away goals rule is again applied after extra time, i.e. if there are goals scored during extra time and the aggregate score is still level, the visiting team qualifies by virtue of more away goals scored. If no goals are scored during extra time, the tie is decided by penalty shootout. In the final, the tie is played as a single match. If scores are level at the end of normal time in the final, extra time is played, followed by penalties if scores remain tied. In the draw for the round of 32, the twelve group winners and the four better third-placed teams from the Champions League group stage are seeded, and the twelve group runners-up and the other four third-placed teams from the Champions League group stage are unseeded. A seeded team is drawn against an unseeded team, with the seeded team hosting the second leg. Teams from the same group or the same association cannot be drawn against each other. In the draws for the round of 16 onwards, there are no seedings, and teams from the same group or the same association may be drawn against each other.
Note 2: Lokomotiv Moscow played their home match at Luzhniki Stadium, Moscow as the grass pitch at their own Lokomotiv Stadium might not be in good enough condition because of the cold.
Second leg
Manchester City won 6–1 on aggregate. ---- 2–2 on aggregate. Athletic Bilbao won on away goals. ---- Valencia won 2–0 on aggregate. ---- Twente won 2–0 on aggregate. ---- 1–1 on aggregate. Standard Liège won on away goals. ---- Udinese won 3–0 on aggregate. ---- PSV Eindhoven won 6–2 on aggregate. ---- Hannover 96 won 3–1 on aggregate. ---- Manchester United won 3–2 on aggregate. ---- Metalist Kharkiv won 8–1 on aggregate. ---- Olympiacos won 2–0 on aggregate. ---- AZ won 2–0 on aggregate. ---- Atlético Madrid won 4–1 on aggregate. ---- Schalke 04 won 4–2 on aggregate. ---- Beşiktaş won 2–1 on aggregate. ---- Sporting CP won 3–2 on aggregate.
Round of 16
The first legs were played on 8 March, and the second legs were played on 15 March 2012.
First leg
---- ---- ---- ---- ---- ---- ----
Second leg
Hannover 96 won 6–2 on aggregate. ---- Valencia won 5–3 on aggregate. ---- AZ won 3–2 on aggregate. ---- Athletic Bilbao won 5–3 on aggregate. ---- 2–2 on aggregate. Metalist Kharkiv won on away goals. ---- 3–3 on aggregate. Sporting CP won on away goals. ---- Schalke 04 won 4–2 on aggregate. ---- Atlético Madrid won 6–1 on aggregate.
Quarter-finals
The first legs were played on 29 March, and the second legs were played on 5 April 2012.
First leg
---- ---- ----
Second leg
Valencia won 5–2 on aggregate. ---- Athletic Bilbao won 6–4 on aggregate. ---- Sporting CP won 3–2 on aggregate. ---- Atlético Madrid won 4–2 on aggregate.
Semi-finals
The first legs were played on 19 April, and the second legs were played on 26 April 2012.
First leg
----
Second leg
Atlético Madrid won 5–2 on aggregate. ---- Athletic Bilbao won 4–3 on aggregate.
