L-BFGS has been applied as an effective parameter estimation method for various machine learning algorithms since 1980s. With an increasing demand to deal with massive instances and variables, it is important to scale up and parallelize L-BFGS effectively in a distributed system. In this paper, we study the problem of parallelizing the L-BFGS algorithm in large clusters of tens of thousands of shared-nothing commodity machines. First, we show that a naive implementation of L-BFGS using Map-Reduce requires either a significant amount of memory or a large number of map-reduce steps with negative performance impact. Second, we propose a new L-BFGS algorithm, called Vector-free L-BFGS, which avoids the expensive dot product operations in the two loop recursion and greatly improves computation efficiency with a great degree of parallelism. The algorithm scales very well and enables a variety of machine learning algorithms to handle a massive number of variables over large datasets. We prove the mathematical equivalence of the new Vector-free L-BFGS and demonstrate its excellent performance and scalability using real-world machine learning problems with billions of variables in production clusters.