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Automatic macromodeling for passive linear systems is useful in RF/mm-wave circuit designs. Traditional macromodeling approaches only capture the port parameters of the systems, enabling small-signal (AC) and large-signal (transient, PSS, etc) analyses, but lack the capability of noise modeling which is very important in RF/mm-wave circuit designs. In this letter, we propose to account for noise in a traditional state-space-based passive macromodeling method. The proposed approach is to generate a noise companion model that describes the noise behavior in addition to a traditional state-space model that describes the port parameters. The proposed model supports small-signal noise analysis, periodic noise analysis, and large-signal transient noise analysis. In addition, the proposed model can work with commercial simulators seamlessly without modification to the simulator. Examples validate the proposed modeling method.