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In this paper, a system-on-package (SOP) technology using a thin-film substrate with a flip-chip interconnection has been developed for compact and high-performance millimeter-wave (mm-wave) modules. The thin-film substrate consists of Si-bumps, ground-bumps, and multilayer benzocyclobutene (BCB) films on a lossy silicon substrate. The lossy silicon substrate is not only a base plate of the thin-film substrate, but also suppresses the parasitic substrate mode excited in the thin-film substrate. Suppression of the substrate mode was verified with measurement results. The multilayer BCB films and the ground-bumps provide the thin-film substrate with high-performance integrated passives for the SOP capability. A broadband port terminator and a V-band broad-side coupler based on thin-film microstrip (TFMS) circuits were fabricated and characterized as mm-wave integrated passives. The Si-bumps dissipate the heat generated during the operation of flipped chips as well as provide mechanical support. The power dissipation capability of the Si-bumps was confirmed with an analysis of DC-IV characteristics of GaAs pseudomorphic high electron-mobility transistors (PHEMTs) and radio-frequency performances of a V-band power amplifier (PA). In addition, the flip-chip transition between a TFMS line on the thin-film substrate and a coplanar waveguide (CPW) line on a flipped chip was optimized with a compensation network, which consists of a high-impedance and low-impedance TFMS line and a removed ground technique. As an implementation example of the mm-wave SOP technology, a V-band power combining module (PCM) was developed on the thin-film substrate with the flip-chip interconnection. The V-band PCM incorporating two PAs with broadside couplers showed a combining efficiency higher than 78%.