Abstract-System-level power analysis is commonly used in modern SoC design processes to evaluate power consumption at early design phases. With the increasing variations in manufacturing, the statistical characteristics of parameters are also incorporated in the state-of-the-art methods. However, the spatial correlation between modules still remains as a challenge for system-level statistical power analysis where power models generated from individual modules are used for analysis efficiency or IP protection. In this paper, we propose a novel method to extract variation-aware and correlation-inclusive leakage power models for fast and accurate system-level analysis. For each individual module we generate a power model with different correlation information specified by the module vendor or customer. The local random variables in the power models are replaced by the corresponding ones at system level to reconstruct the correlation between modules so that the accuracy of system-level analysis is guaranteed. Experimental results show that our method are very accurate while being 1000X faster than Monte Carlo simulation and 70X−100X faster than the flattened full chip statistical leakage analysis.