Pan Am confirmed the order for this aircraft, the airline's eighth, on July 09, 1977. This was the twenty-first Boeing 747SP to be constructed. It was rolled out of the Boeing plant at Everett on June 12, 1978 with Pratt & Whitney JT9D-7A engines. Entered onto the United States Aircraft Register as N538PA it flew for the first time on June 30, 1978.

Accepted by Pan Am at Paine Field on July 12, 1978 the aircraft was named 'Clipper Fleetwing' and was configured to seat 18 First Class, 62 Business Class and 164 Economy Class passengers. It was immediately deployed on Pan Am's routes around the world. On January 01, 1980 the aircraft was renamed 'Clipper Plymouth Rock'. However by January 01, 1985 N538PA had acquired the new Pan Am 'billboard' livery and reverted to its original name of 'Clipper Fleetwing'.

In April 1985 Pan Am sold its entire Pacific Division (routes and aircraft) to United Airlines for $US 750,000,000 in an attempt to overcome its dire financial problems. Ownership of 'Clipper Fleetwing' was officially transferred to United Airlines on February 12, 1986. It entered United service in an all-white livery with small United titles and the standard tail logo. Reregistered as N147UA on September 01, 1986 it had been observed by October 01, 1986 in the airline's 'rainbow' livery with small fuselage titles.

N147UA was loaned to Captain Clay Lacy for a world record attempt in January 1988. This 'Round-The-World Record Flight' would raise funds for charities sponsored by the Friendship Foundation. United Airlines provided the aircraft while Boeing, Pratt and Whitney and Volkswagen America donated fuel and the other flight services required for the flight. Only 141 passengers would be carried on the flight with each paying a 'donation' of $US 5,000 to participate. The time to beat was 45 hours 25 minutes and 55 seconds, set by a Gulfstream III business jet. Renamed 'Friendship One' the aircraft was to make the 23,125 mile flight following a route based on historic wind patterns with only two stops, Athens and Taipei, due to their strategic locations.

Departing Seattle on January 29, 1988 it flew to Athens where it uploaded 20,900 kg (46,000 lbs) of fuel, the lavatories were cleaned, water and galley supplies replenished in a quick 'turn-around' time of 45 minutes without the passengers leaving the plane. On arriving back at Seattle on January 31 'Friendship One' had established a new absolute speed record of 36 hours 54 minutes and 15 seconds. This record stood for less than a month before it was beaten by a Gulfstream IV business jet piloted by Gulfstream Aerospace CEO Al Paulson who set the new record at 36 hours 8 minutes!

This record breaking flight did raise over $US 500,000 for the children's charity.

N147UA was damaged in a landing mishap at Sydney Airport on April 08, 1989. Whilst performing a crabbed landing in a strong crosswind, rearward strain was placed on the starboard undercarriage leg, which snapping the landing gear trunnion. This had been weakened as a result of extensive corrosion. The aircraft was repaired on-site and returned to service.

Retaining the old 'rainbow' livery it had acquired the new larger titles by May 1991. It was sold to the First Trust Bank of California on July 01, 1992 and immediately leased back to United. With its flying career coming to an end it was observed stored at Las Vegas in the basic United livery with a white tail and no titles on October 01, 1994. It was ferried Las Vegas - Marana on January 01, 1996 for storage having flown 71,476 hours with 9,197 cycles.