Naperville is a city in DuPage and Will counties in Illinois in the United States, voted the second best place to live in the United States by Money Magazine in 2006. As of the 2010 census, the city had a total population of 141,853. It is the fifth largest city in the state, behind Chicago, neighboring Aurora, Rockford, and Joliet. Approximately 100,000 Napervillians live in DuPage County, while about 45,000 reside in Will County. Once a quaint farming town, Naperville has evolved into an affluent city with numerous corporate headquarters located in the city. In a 2010 study, Naperville was named as the wealthiest city in the Midwest and eleventh in the nation with a population over 75,000 .