USNO-B1.0 and the Two Micron All Sky Survey (2MASS) are the most widely used all-sky surveys. However, 2MASS has no proper motions at all, and USNO-B1.0 published only relative, not absolute (i.e., on the International Celestial Reference Frame (ICRS), proper motions. We performed a new determination of mean positions and proper motions on the ICRS system by combining USNO-B1.0 and 2MASS astrometry. This catalog is called PPMXL (VO access to the catalog is possible via http://vo.uni-hd.de/ppmxl), and it aims to be completed from the brightest stars down to about V 20 all sky. PPMXL contains about 900 million objects, some 410 million with 2MASS photometry, and is the largest collection of ICRS proper motions at present. As representative for the ICRS, we chose PPMX. The recently released UCAC3 could not be used because we found plate-dependent distortions in its proper motion system north of –20° declination. UCAC3 served as an intermediate system for δ ≤ –20°. The resulting typical individual mean errors of the proper motions range from 4 mas yr^–1 to more than 10 mas yr^–1 depending on observational history. The mean errors of positions at epoch 2000.0 are 80-120 mas, if 2MASS astrometry could be used, 150-300 mas else. We also give correction tables to convert USNO-B1.0 observations of, e.g., minor planets to the ICRS system.