ULTIMATE-Subaru is a next large facility instrument project at Subaru telescope. We will develop a 14x14 sq. arcmin wide-field near-infrared (NIR) imager and a multi-object spectrograph with the aid of a ground- layer adaptive optics system (GLAO), which will uniformly improve the seeing by a factor of 2 over a wide field of view up to ~20 arcmin in diameter. We have developed system modeling of the GLAO and wide-field NIR instruments to define the system level requirements flow down from science cases and derive the system performance budgets based on the GLAO end-to-end numerical simulation and optical system models of the telescope and wide-field NIR science instruments. In this paper, we describe the system performance modeling of ULTIMATE-Subaru and present an overview of the requirements flow down.