That number marks a 7.7% increase from last year, according to the Automobile Club of Southern California.
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AAA projects 42.3 million Americans nationwide will travel for the holiday weekend, a 7% increase from 2022.
Meantime, officials at Los Angeles International Airport are urging travelers to give themselves extra time to catch their flights this weekend.
Officials say this could be the one of the busiest weekends at airports in almost 20 years.
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The Memorial Day travel period is defined as five days from Thursday, May 25 to Monday, May 29.
Typically, this weekend is the "unofficial" start of the summer, and is a sign of what travel could be like in the months ahead.